Vitality Biopharma, Inc. - FORM S-1/A - January 30, 2013

Attached files

As filed with the Securities and
Exchange Commission on January 30, 2013

No. 333-185215

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933

STEVIA FIRST CORP.

(Exact name of registrant as specified
in its charter)

Nevada

8731

75-3268988

(State or other jurisdiction of incorporation or
organization)

(Primary Standard Industrial Classification Code
Number)

(I.R.S. Employer Identification Number)

5225 Carlson Rd.

Yuba City, California 95993

(530) 231-7800

(Address, including zip code, and telephone
number, including

area code, of registrant’s principal
executive offices)

Robert Brooke

Chief Executive Officer

5225 Carlson Rd.

Yuba City, California 95993

(530) 231-7800

(Name, address, including zip code, and
telephone number, including

area code, of agent for service)

With Copies to:

Steven G. Rowles, Esq.

Jeannette V. Filippone, Esq.

Morrison & Foerster LLP

12531 High Bluff Drive, Suite 100

San Diego, California 92130

(858) 720-5100

Approximate date of commencement of proposed sale to the
public: As soon as possible after the effective date hereof.

If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.
x

If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o (Do not check if a smaller
reporting company)

Smaller reporting company x

The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.

The information in this prospectus is not
complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION,
DATED JANUARY 30, 2013

STEVIA FIRST CORP.

PROSPECTUS

2,508,572 Shares of Common Stock

This prospectus relates to the offering
by the selling stockholders of Stevia First Corp. of up to 2,508,572 shares of common stock, par value $0.001 per share. These
shares include 1,428,572 shares of common stock issuable upon conversion of convertible debentures
and 1,000,000 shares of common stock underlying warrants to purchase our common stock issued to certain of the selling stockholders
in connection with a private placement of convertible debentures and warrants completed on November 1, 2012 (the “Financing”),
as well as 80,000 shares of common stock underlying warrants issued to the placement agent in the Financing.

The selling stockholders have advised
us that they will sell the shares of common stock from time to time in the open market, in privately negotiated transactions or
a combination of these methods, at market prices prevailing at the time of sale, at prices related to the prevailing market prices
or at negotiated prices.

We will not receive any proceeds from the
sale of common stock by the selling stockholders.

Our common stock is traded on the OTC
Markets Group Inc’s OTCQB tier under the symbol “STVF”. On January 29, 2013 the closing price of our common
stock was $0.54 per share.

Investing in our common stock involves
a high degree of risk. Before making any investment in our common stock, you should read and carefully consider the risks described
in this prospectus under “Risk Factors” beginning on page 5 of this prospectus.

You should rely only on the information
contained in this prospectus or any prospectus supplement or amendment thereto. We have not authorized anyone to provide you with
different information.

Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated ,
2013

TABLE OF CONTENTS

Page

SUMMARY

1

RISK FACTORS

5

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

12

USE OF PROCEEDS

18

DESCRIPTION OF SECURITIES

18

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should rely only on the information
that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free
writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information.
No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus,
any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must
not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby,
but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this
prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the
front of the document and that any information we have incorporated by reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any
related free writing prospectus, or any sale of a security.

This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein
have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus
is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find Additional
Information.”

SUMMARY

This summary does not contain all of
the information that should be considered before investing in our common stock. Investors should read the entire prospectus carefully,
including the more detailed information regarding our business, the risks of purchasing our common stock discussed in this prospectus
under “Risk Factors” beginning on page 5 of this prospectus and our financial statements and the accompanying notes
beginning on page F-1 of this prospectus.

As used in this prospectus, unless the
context requires otherwise, the “Company”, “we”, “us”, and “our” refer to Stevia
First Corp., a Nevada corporation.

Our Company

In February 2012, we commenced operations
as an agricultural biotechnology company engaged in the cultivation and harvest of stevia leaf and the development of stevia products.
Our intent is to establish a vertically-integrated enterprise that controls the process of stevia production through fermentation-based
methods or traditional stevia leaf production, and which develops, markets, and sells stevia products. We hope to capitalize on
the California Central Valley region’s agricultural infrastructure to become California’s major producer of stevia.

We expect to develop operations in California
that will include research and development related to stevia production through fermentation-based methods, stevia production through
stevia farming, and stevia product formulation. Our business goals include:

Expanding the existing high-grade stevia supply chain with quality control and California stevia;

·

Achieving and maintaining low cost production of stevia through process innovation and vertical integration (from seed and
seedling development through to leaf processing and stevia extraction);

·

Developing and cultivating stevia varieties with higher leaf yield and more content of better-tasting steviol glycosides, and
developing high-quality stevia seeds; and

·

Developing the capacity needed to meet forecast customer demand.

In furtherance of these business goals,
we expect to focus on the following activities during calendar years 2012 and 2013:

·

Increased staffing of our research and development facilities;

·

Completion of stevia field trials in California;

·

Completion of laboratory trials of stevia processing technologies, including those related to fermentation-based stevia production;

·

Developing a branding and marketing campaign for our stevia products geared towards both industry and consumers; and

·

Pursuing state and/or federal funding, or additional research and development collaborations, in order to further develop the
stevia industry in California.

Our present operations consist of research
and development related to stevia extract production through use of (i) biotechnological or fermentative means and (ii) traditional
industry means, including stevia crop cultivation, harvest, and extraction. Operations related to production of stevia extract
through fermentation include microbial strain development and characterization work. We expect these strains to yield initial
production of steviol glycosides or related derivatives beginning in the first half of 2013. Operations related to production
of stevia extract through farming include conduct of stevia field trials and laboratory testing of stevia extract processes. We
expect to begin obtaining data from our field trials in 2013, which we expect to assist us in establishing expected California
stevia leaf yields and the analyzing the economics of growing the crop locally. We also expect to test various stevia leaf extraction
and processing techniques, and examine their suitability for local stevia extraction. We currently estimate that assuming our
research and development efforts are successful, the first revenues on sales of our California stevia extracts will occur in 2014.
We are completing additional process engineering and development work during 2013 and then expect to seek regulatory approval
for California stevia extracts that are produced by fermentation, by traditional industry means, or through some combination of
these production methods.

We have also begun development of a
stevia consumer product utilizing stevia extract purchased from other suppliers until we are able to produce our own stevia extract.
Operations related to stevia product development include the formulation and testing of a stevia tabletop sweetener. We plan to
initiate consumer product testing in the first half of 2013. Assuming favorable results from our consumer product testing efforts,
we would expect to release our planned tabletop sweetener product in 2013 and generate revenues from this proposed product as
soon as the second half of 2013.

We are in the early stages of our research
and development efforts, and we may be unsuccessful in our product development and commercialization efforts. Our research and
development efforts may take longer than we expect and may be unsuccessful. Our proposed tabletop sweetener product may not receive
favorable results from our planned consumer product testing. Even if we receive favorable results, we could have difficulty obtaining
the necessary materials, manufacturing and distributing the proposed sweetener. The sweetener may not be accepted by the market.
Many companies are engaged in the product of stevia leaf and the commercialization of stevia products, and we may be unable to
compete successfully against them. It is possible that we may never commercialize any products, generate revenue or become profitable.

The Financing

On October 29, 2012, we entered into a
Securities Purchase Agreement with two purchasers providing for the issuance and sale of an aggregate of $500,000 in convertible
debentures (the “Debentures”) and warrants to purchase 1,000,000 shares of common stock, for gross proceeds to us
of $500,000 (the “Financing”). The Financing closed on November 1, 2012. After deducting for fees and expenses, the
aggregate cash net proceeds to us from the sale of the Debentures and warrants were approximately $445,000.

The Debentures are non-interest bearing
and mature two years following their issuance date. They provide for certain restrictive covenants and events of default which,
if any of them occurs, would permit or require the principal amount of the Debentures to become or to be declared due and payable.
The Debentures are convertible at the purchaser’s option into shares of our common stock at an initial conversion price
of $0.50 per share, subject to adjustment for stock dividends and splits, subsequent rights offerings and pro rata distributions
to our common stockholders. Upon the earlier of the effectiveness of a registration statement registering the shares issuable
upon the conversion and exercise of the Debentures and warrants or the date such shares may be sold pursuant to Rule 144 under
the Securities Act of 1933 (the “Securities Act”) without volume or manner-of-sale restrictions (such earlier date,
the “Trigger Date”), the conversion price of the Debentures shall be reduced to the lesser of (i) the then conversion
price or (ii) 90% of the average of the volume weighted average price of our common stock for the five trading days immediately
prior to the Trigger Date, provided that the conversion price shall not be reduced to less than $0.35 per share (such adjusted
conversion price, the “Reset Conversion Price”). We may force conversion of the Debentures into common stock if, at
any time following the Trigger Date, the volume weighted average price of our common stock for each of any five consecutive trading
days exceeds 120% of the Reset Conversion Price. The registration statement of which this prospectus forms a part is registering
428,572 shares of common stock that may become issuable if we are required to adjust the conversion price of the Debentures from
the initial conversion price of $0.50 to $0.35, the lowest possible conversion price. However, we may not be required to make
any such adjustment to the conversion price, or any required adjustment may result in a conversion price between $0.35 and $0.50.
As a result, the additional shares may never become issuable by us.

1

Upon the closing of the Financing, pursuant
to the Securities Purchase Agreement, each of the purchasers was issued a warrant to purchase up to a number of shares of common
stock equal to 100% of the shares initially issuable upon conversion of such purchaser’s Debenture. The warrants have an
initial exercise price of $0.70 per share, are exercisable immediately upon issuance and have a term of exercise equal to five
years. Effective upon the Trigger Date, the exercise price of the warrant shall be reduced to the lesser of (i) the then exercise
price or (ii) 110% of the Reset Conversion Price. The warrants are subject to adjustment for subsequent sales by us of common
stock, or securities exercisable or convertible into common stock, at a price lower than the then-exercise price, as well as for
stock dividends and splits, subsequent rights offerings and pro rata distributions to our common stockholders.

Effective upon the closing of the Financing,
we issued warrants to purchase 80,000 shares of our common stock to Dawson James Securities, Inc. (“Dawson”) as placement
agent for the Financing (the “Placement Agent Warrants” and together with the warrants issued to the purchasers in
the Financing, the “Warrants”). The Placement Agent Warrants have an exercise price of $0.625 per share and a term
of five years and are exercisable immediately. The other terms of the Placement Agent Warrants are substantially the same as the
warrants issued to the purchasers in the Financing.

Effective November 1, 2012, we entered
into a Registration Rights Agreement (the “Registration Rights Agreement”) with the purchasers in the Financing. Under
the Registration Rights Agreement and our placement agent agreement with Dawson, we are required to file a registration statement
within 30 days following the closing of the Financing to register the resale of the shares of common stock underlying the Warrants
and Debentures. Our failure to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement
may subject us to the payment of substantial financial penalties. The shares of common stock to be registered on the registration
statement of which this prospectus forms a part include all of the shares of common stock currently issuable upon the exercise
of the Warrants or conversion of the Debentures.

The securities sold in the Financing were
sold in reliance upon exemptions from registration under Rule 506 of Regulation D under the Securities Act. Each of the purchasers
represented to us that it is an accredited investor as defined in Regulation D and that it is acquiring the securities for investment
only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

Going Concern

We have incurred losses since inception,
resulting in an accumulated deficit of $2,616,792 as of September 30, 2012. We expect to incur further losses as we continue to
develop our business, raising substantial doubt about our ability to continue as a going concern. Our ability to continue as a
going concern is dependent upon generating profitable operations in the future and/or obtaining the necessary financing to meet
our obligations and pay our liabilities arising from normal business operations when they come due. We currently expect to have
sufficient funds to operate our business over the next 6 months. However, our estimate of total expenditures could increase if
we encounter unanticipated difficulties. In addition, our estimates of the amount of cash necessary to fund our business may prove
to be wrong and we could spend our available financial resources much faster than we currently expect. If we cannot raise the money
that we need in order to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our
proposed operations. If any of these were to occur, there is a substantial risk that our business would fail.

2

For more information regarding our business,
see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,”
included elsewhere in this prospectus.

Corporate Information

We were incorporated under the laws of
the State of Nevada on June 29, 2007 as Legend Mining Inc. On October 10, 2011, we completed a merger with our wholly-owned subsidiary,
Stevia First Corp., whereby we changed our name from “Legend Mining Inc.” to “Stevia First Corp.” Also
on October 10, 2011, we effected a seven (7) for one (1) forward stock split of authorized, issued and outstanding common stock.
As a result, our authorized capital was increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000
shares of common stock with a par value of $0.001, and issued and outstanding shares increased from 7,350,000 to 51,450,000.

Our principal executive offices are located
at 5225 Carlson Road, Yuba City, California, 95993. The telephone number at our principal executive office is (530) 231-7800.
Our website address is www.steviafirst.com. Information contained on our website is not deemed part of this prospectus.

Summary Consolidated Financial Data

You should read the following summary
financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and the financial statements and related notes, all included elsewhere in this prospectus.

We derived the summary statement
of operations data for the years ended March 31, 2011 and March 31, 2012 from our audited consolidated financial statements
included elsewhere in this prospectus. The summary statement of operations data for the six months ended September 30, 2011
and September 30, 2012 and for the period from inception (July 1, 2007) to September 30, 2012 and the summary balance sheet
data as of September 30, 2012 have been derived from our unaudited interim condensed financial statements included elsewhere
in this prospectus. Our historical results of operations and financial condition do not purport to be indicative of our
results of operations or financial condition as of any future date or for any future period.

Fiscal Year
Ended March 31,

Six Months
Ended September 30,

For the period
from inception (July 1, 2007) to September 30,

2011

2012

2011

2012

2012

(unaudited)

(unaudited)

(unaudited)

Consolidated
Statement of Operations Data:

Revenue:

$

—

$

—

$

—

$

—

$

—

Operating
expenses:

General
and administrative

26,719

1,285,930

79,863

1,083,586

2,466,457

Rent
and other related party costs

5,000

14,500

9,548

66,450

88,498

Research & development

—

—

—

89,090

89,090

Total
operating expenses

31,719

1,300,430

89,411

1,239,126

2,644,045

Loss
from operations

(31,719

)

(1,300,430

)

(89,411

)

(1,239,126

)

(2,644,045

Other
expenses:

Foreign
currency translation

—

(2,523

)

—

(202

)

(2,725

)

Interest
expense

(3,556

)

(18,300

)

(3,888

)

(52,953

)

(77,026

)

Gain
on settlement of debt

—

—

—

107,004

107,004

Net
loss

$

(35,275

)

$

(1,321,253

)

$

(93,299

)

$

(1,185,277

)

$

(2,616,792

Net loss
per share:

Basic
and diluted

$

(0.00

)

$

(0.03

)

$

(0.00

)

$

(0.02

)

Weighted-average
shares outstanding:

Basic
and diluted

51,450,000

51,451,096

51,450,000

52,291,978

March
31, 2012

September
30, 2012

(unaudited)

Consolidated
Balance Sheet Data:

Cash

$

532,206

533,490

Advance
payment on related party lease

—

197,917

Total
assets

534,906

830,493

Notes
payable

196,800

—

Total
current liabilities

306,613

43,983

Notes, payable, convertible, long
term, net of discount

277,524

732,091

Total
liabilities

584,137

776,074

Total
stockholders’ equity (deficit)

(49,231

)

54,419

3

The Offering

This prospectus relates to the resale from
time to time by the selling stockholders identified in this prospectus of up to 2,508,572 shares of our common stock underlying
convertible debentures and warrants issued in connection with the Financing. No shares are being offered for sale by us.

Common
stock outstanding prior to offering

54,674,824(1)

Common stock
offered by the selling stockholders

2,508,572(2)

Common stock
outstanding after the offering

57,183,396(3)

Use of Proceeds

We will not
receive any proceeds from the sale of common stock offered by the selling stockholders under this prospectus. Further,
we will not receive cash proceeds from the exercise of the Warrants by the selling stockholders to the extent such Warrants
are exercised pursuant to certain cashless exercise provisions contained in the Warrants.

OTC Markets
Group Symbol

STVF

(1) As of January 29, 2013.

(2) Includes (a) 1,000,000 shares of common stock offered by
the selling stockholders issuable upon exercise of warrants issued in the Financing and 80,000 shares of common stock issuable
to Dawson or its designees upon exercise of the Placement Agent Warrants (collectively, such shares of common stock, the “Warrant
Shares”) and (b) 1,428,572 shares of common stock offered by the selling stockholders issuable upon conversion of the Debentures
(such shares, the “Conversion Shares”), 1,000,000 shares of which are currently issuable and 428,572 of which may
become issuable if we are required to adjust the conversion price of the convertible debentures from the initial conversion price
of $0.50 to $0.35, the lowest possible conversion price. However, we may not be required to make any such adjustment to the conversion
price, or the required adjustment may result in a conversion price between $0.35 and $0.50. As a result, the additional shares
may never become issuable by us.

(3) Assumes the full exercise of the Warrants and the conversion
of all Debentures at a conversion price of $0.35 per share.

4

RISK
FACTORS

The following risk factors should be considered carefully
in addition to the other information contained in this prospectus. This prospectus contains forward-looking statements. Our business,
financial condition, results of operations and stock price could be materially adversely affected by any of these risks.

Risks Related to this Offering

We must raise additional capital in order to continue
operating our business, and such additional funds may not be available on acceptable terms or at all.

We do not generate any cash from operations
and must raise additional funds in order to continue operating our business. On January 31, 2012, we completed a private placement
of convertible debentures for net proceeds of $250,000 (the “January Private Placement”), and on February 7, 2012
we entered into a Subscription Agreement with an investor (the “February Subscription Agreement”) pursuant to which
we received proceeds of $1,250,000 from the sale of 625,000 shares of common stock and a convertible note in the aggregate amount
of $625,000. On November 1, 2012, we completed the Financing, pursuant to which we received $500,000 in gross proceeds from the
sale of $500,000 in convertible debentures and warrants to purchase 1,000,000 shares of common stock. We expect to continue to
fund our operations primarily through equity and debt financings in the future.

We expect our total expenditures over the
next 12 months to be approximately $1,500,000. However, our estimate of total expenditures could increase if we encounter unanticipated
difficulties. In addition, our estimates of the amount of cash necessary to fund our business may prove to be wrong and we could
spend our available financial resources much faster than we currently expect. If we cannot raise the money that we need in order
to continue to develop our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations.
If any of these were to occur, there is a substantial risk that our business would fail. Sources of additional funds may not be
available on acceptable terms or at all. Weak economic and capital markets conditions could result in increased difficulties in
raising capital for our operations. We may not be able to raise money through the sale of our equity securities or through borrowing
funds on terms we find acceptable. If we cannot raise the funds that we need, we will be unable to continue our operations, and
our stockholders could lose their entire investment in our company.

If we issue equity or convertible debt
securities to raise additional funds, our existing stockholders may experience substantial dilution, and the new equity or debt
securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt,
it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest
expenses. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash
commitments.

We are a development-stage company and if our development
efforts fail you could lose some or all of your investment.

We are in the development stage. We have
not conducted any significant operations to date or received any operating revenues. Potential investors should be aware of the
problems, delays, expenses and difficulties encountered by an enterprise in our stage of development, many of which may be beyond
our control. These include, but are not limited to, problems relating to research and development of stevia seeds, seedlings,
and leaf supplies, obtaining sufficient acreage to successfully cultivate and harvest stevia, product testing, branding, sales
and marketing, and costs and expenses that may exceed current estimates. We may not successfully develop and commercialize or
sell our potential stevia products, and any products we do develop may not be accepted by the marketplace. We may never realize
any revenues, and if we do, our revenues may not be sufficient to support our operations and future research and development programs.
As a result, you could lose your entire investment.

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern and we will need to raise substantial additional capital to operate our business.

We have not generated any revenue from
operations since our incorporation. From inception through September 30, 2012, we have incurred an accumulated deficit of $2,616,792.
These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory
paragraph to our independent auditors’ report on our financial statements for the year ended March 31, 2012, which are included
in our annual report on Form 10-K for the fiscal year ended March 31, 2012, filed with the SEC on July 13, 2012. Although our
financial statements raise substantial doubt about our ability to continue as a going concern, they do not reflect any adjustments
that might result if we are unable to continue our business. Our financial statements contain additional note disclosure describing
the circumstances that lead to this disclosure by our independent auditors.

5

We expect that our operating expenses will
increase substantially over the current fiscal annual period and during the fiscal year ending March 31, 2013 as we ramp-up our
business. We received $250,000 through a convertible debt financing in the January Private Placement and aggregate proceeds of
$1,250,000 in connection with the February Subscription Agreement. We also received aggregate proceeds of $500,000 in the Financing.
After giving effect to these private placements of securities, as of the date of this prospectus we expect to have sufficient funds
to operate our business over the next 6 months. However, our estimate of total expenditures could increase if we encounter unanticipated
difficulties. In addition, our estimates of the amount of cash necessary to fund our business may prove to be wrong, and we could
spend our available financial resources much faster than we currently expect.

We expect to continue to seek funding from
our stockholders and other qualified investors in order to pursue our business plan. We do not have any arrangements in place
for any future financing. If we cannot raise the money that we need in order to continue to develop our business, we will be forced
to delay, scale back or eliminate some or all of our proposed operations. We could be forced to discontinue plans for construction
or expansion of a laboratory and nursery facility, halt any planned development of proprietary stevia varieties, reduce or forego
sales and marketing efforts and forego attractive business opportunities. If any of these were to occur, there is a substantial
risk that our business would fail. Any additional sources of financing will likely involve the issuance of convertible debt or
equity securities, which will have a dilutive effect on our stockholders.

We are not currently profitable and may never become
profitable.

We expect to incur substantial losses for
the near future, and we may never achieve or maintain profitability. Even if we succeed in commercializing stevia products, we
could still incur losses for the foreseeable future and may never become profitable. We also expect to experience negative cash
flow for the foreseeable future as we fund our operations and make significant capital expenditures. As a result, we will need
to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues
or achieve profitability. Our failure to achieve or maintain profitability could negatively impact the value of our common stock
and you could lose some or all of your investment.

We currently face, and will continue to face, significant
competition. Additional competitors may enter the stevia business if the value of the market for stevia grows which may result
in a decrease in the market price of stevia extract.

Our major competitors for our core stevia
business are existing stevia producers in Japan, Korea, China and Malaysia. These competitors include Cargill, Incorporated, GLG
Life Tech Corp., Blue California Inc., Corn Products International, Inc. and Pure Circle Limited. In addition, new competitors
may enter the stevia business if the value of the market for stevia grows which may result in a decrease in the market price of
stevia extract.

These competitors may have significantly
greater financial, technical and marketing resources, and may have a more established customer base. There is no assurance that
we will be able to compete successfully against our competitors or that such competition will not have a material adverse effect
on our business operations or financial condition. See "Description of the Business — Competition".

Stevia competes with sugar and high intensity sweeteners
in the global sweetener market and the success of stevia will largely depend on consumer perception of the positive health implications
of stevia relative to other sweeteners.

The continued growth of stevia's share
of the global sweetener market depends upon consumer acceptance of stevia and stevia related products and the health implications
of consuming stevia relative to other sweetener products. The publication of any studies or revelation of other information that
has negative implications regarding the health impacts of consuming stevia may slow or reverse the growth in consumer acceptance
of stevia, which may have a material adverse effect on our business operations and financial condition.

6

If demand for stevia does not increase, there will be
excess capacity which will decrease the market price of stevia and reduce our potential revenues.

Stevia producers have developed a large
manufacturing capacity in expectation of a large demand for stevia products and we expect that demand for stevia will increase
significantly in the future, particularly in light of the fact that certain stevia products have received “generally recognized
as safe” (“GRAS”) status in the United States. However, there can be no assurance that this will be the case
and if demand for stevia does not increase, the stevia market may be subject to significant excess capacity, which would put downward
pressure on the market price of stevia and reduce our potential revenues.

We have not commercialized any stevia product. Even
though we expect to launch stevia consumer products in 2013 using stevia extract from overseas producers, and we currently estimate
that we will produce and launch California stevia extract products by 2014, we may be unable to do so in that timeframe or at
all.

We have not commercialized any stevia
products, including either stevia consumer products, or stevia extracts that would be resold to food and beverage manufacturers.
Our ability to generate revenues in 2013 from stevia consumer products such as a tabletop sweetener will depend on our ability
to successfully negotiate with private-label suppliers and to obtain reliable distribution with retail outlets. However, because
we do not currently have California-produced stevia extract available, and currently estimate it will not be available until 2014,
in the interim we expect to use stevia extract that is commercially-available from overseas producers in any such consumer products.
We may be unable to obtain stevia extract at reasonable prices or at all. We have no experience developing, manufacturing and
distributing stevia products, and we may be unsuccessful in these efforts. In addition, any products we may develop may not be
competitive with the existing or new stevia products of our competitors, and may not result in any revenues or profits to us.

Our ability to generate revenues from
any planned stevia extract products will depend on a number of factors, including our ability to successfully complete development
of food and utilize fermentation technologies, complete extraction and processing of stevia leaf in the United States, and obtain
necessary regulatory approvals. We may be unable to develop relevant technologies, extract and process stevia leaf or obtain necessary
approvals. In addition, we will be subject to the risk that the marketplace will not accept our products.

Because of the numerous risks and uncertainties
associated with our product development and commercialization efforts, we are unable to predict the extent of our future losses
or when or if we will become profitable, and it is possible we will never commercialize any of our planned products or become
profitable. Our failure to obtain regulatory approval and successfully commercialize any of our products would have a material
adverse effect on our business, results of operations, financial condition and prospects and could result in our inability to
continue operations.

Our competitors may develop products or technologies
that make ours undesirable or noncompetitive.

Many companies are engaged in the pursuit
of growing stevia leaf and manufacturing stevia extract. Our future success will depend on our ability to establish and maintain
a competitive position with respect to technological advances, including the development of stevia varieties with high Rebaudioside
A (“Reb A”) content, or the development of stevia production processes that enable us to produce Reb A or other steviol
glycosides at low-cost. Many companies also are currently engaged in the marketing and sales of stevia consumer products, including
foods, beverages, and sweetener products that contain stevia in varying quantities. These companies have already obtained necessary
regulatory approvals, have already marketed and branded their stevia consumer products, and have already established relationships
with retail outlets for the distribution of their products. Our future success will depend on our ability to create, market, and
achieve distribution for stevia consumer products that are differentiated from existing stevia consumer products. Additionally,
until we are able to produce our own California stevia extract, the company will use stevia extract that is available from commercial
suppliers, and that may be more costly or of lower quality than certain competitors, which may put us at a competitive disadvantage
when trying to distinguish our stevia consumer products from existing consumer brands. Many of our competitors have substantially
greater capital resources, research and development resources and experience, manufacturing and farming capabilities, regulatory
expertise, sales and marketing resources, established relationships with consumer products companies and production facilities.
Our competitors, either alone or with their collaborative partners, may succeed in developing stevia leaf or stevia consumer products
that taste better and are more affordable, and our competitors may obtain intellectual property protection or commercialize products
sooner than we do. Developments by others may render our stevia leaf, stevia extracts, or stevia consumer products undesirable
by comparison, making it difficult for us to generate revenue.

We are an early-stage company with only
a limited operating history upon which to base an evaluation of our current business and future prospects and how we will respond
to competitive, financial or technological challenges. Only recently have we explored opportunities in the commercialization of
stevia leaf or stevia extracts. As a result, the revenue and income potential of our business is unproven. In addition, because
of our limited operating history, we have limited insight into trends that may emerge and affect our business. We may make errors
in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently
encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks
and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer
or fail.

We may not be able to manage our expansion of operations
effectively.

Our success will depend upon the expansion
of our operations and the effective management of any growth, which will place a significant strain on our management and on our
administrative, operational and financial resources. To manage this growth, we must expand our facilities, augment our operational,
financial and management systems and hire and train qualified personnel. Our management will also be required to develop relationships
with customers, suppliers and other third parties. Our current and planned operations, personnel, systems, and internal procedures
and controls may not be adequate to support our future growth. If we are unable to manage our growth effectively, we may not be
able to take advantage of market opportunities, execute our business strategies or respond to competitive pressures.

If we are unable to hire qualified personnel we may not
be able to implement our business plan.

We currently have two full-time employees,
including our Chief Executive Officer Robert Brooke, and three part-time employees. Attracting and retaining qualified personnel
will be critical to our success. Our success will be highly dependent on the hiring and retention of key personnel and scientific
staff. There is intense competition for qualified personnel in our area of activities, and we may not be able to attract and retain
the qualified personnel necessary for the development of its respective business. In addition, we may have difficulty recruiting
necessary personnel as a result of our limited operating history. The loss of key personnel or the failure to recruit necessary
additional personnel could impede the achievement of our business objectives.

We may choose to hire part-time employees
or use consultants. As a result, certain of our employees, officers, directors and consultants may from time to time serve as
officers, directors and consultants of other companies. These other companies may have interests in conflict with ours. In addition,
we expect to rely on independent organizations, advisors and consultants to provide certain services, including product testing
and construction. The services of these independent organizations, advisors and consultants may not be available to us on a timely
basis when needed, and if they are not available, we may not be able to find qualified replacements. If we are unable to retain
the services of qualified personnel, independent organizations, advisors and consultants, we may not be able to implement our
business plan.

7

Our research and development efforts may use novel alternative
technologies and approaches that have not been widely studied. If these technologies are ineffective, we may never develop viable
products.

We may use novel approaches and new technologies
that have not been widely studied in our product development efforts. These approaches and technologies may not be successful.
We expect to apply these approaches and technologies in our attempt to discover new conditions for production of proprietary stevia
varieties that are also the subject of research and development efforts of many other companies. If our research and development
efforts are unsuccessful we will be unable to develop our products or generate revenues, and you could lose all or part of your
investment.

If we are unable to market and distribute our products
effectively we may be unable to generate significant revenue.

We currently have no sales, marketing
or distribution capabilities. We do not anticipate having the resources in the foreseeable future to allocate to the sales and
marketing of our proposed products. We intend to pursue collaborative arrangements regarding the sales and marketing of our products,
however, we may be unable to establish or maintain such collaborative arrangements, or if able to do so, they may not provide
us with the sales and marketing benefits we expect. To the extent that we decide not to, or are unable to, enter into collaborative
arrangements with respect to the sale and marketing of our proposed products, significant capital expenditures, management resources
and time will be required to establish and develop an in-house marketing and sales force with appropriate expertise. We may not
be able to establish or maintain relationships with third party collaborators or develop in-house sales and distribution capabilities.
To the extent that we depend on third parties for marketing and distribution, any revenues we receive will depend upon the efforts
of such third parties, and such efforts may be unsuccessful.

If we fail to protect or enforce our intellectual property
rights or secure rights to patents of others, the value of our intellectual property rights would diminish.

We currently have no patents, patent applications
or trademarks. However, we expect to develop such intellectual property as we increase our research and development efforts. We
may be unable to obtain patents or other protection for any intellectual property we do develop. If we are issued patents, we
cannot predict whether the degree and range of protection any patents will afford us against competitors including whether third
parties will find ways to invalidate or otherwise circumvent our patents. Others may obtain patents claiming aspects similar to
those covered by our patents and patent applications, which may limit the efficacy of the protections afforded by any patents
we may obtain.

Our success will also depend upon the skills,
knowledge and experience of our personnel, our consultants and advisors as well as our licensors and contractors. To help protect
any proprietary know-how we develop and any inventions for which patents may be unobtainable or difficult to obtain, we expect
to rely on trade secret protection and confidentiality agreements. To this end, we expect to require our employees, consultants,
advisors and contractors to enter into agreements which prohibit the disclosure of confidential information and, where applicable,
require disclosure and assignment to us of the ideas, developments, discoveries and inventions important to our business. These
agreements may not provide adequate protection for our trade secrets, know-how or other proprietary information in the event of
any unauthorized use or disclosure or the lawful development by others of such information. If any of our trade secrets, know-how
or other proprietary information is disclosed, the value of our trade secrets, know-how and other proprietary rights would be
significantly impaired and our business and competitive position would suffer.

If we infringe the rights of third parties we could be
prevented from selling products, forced to pay damages, and to defend against litigation.

If our products, methods, processes and
other technologies infringe the proprietary rights of other parties, we could incur substantial costs. We could be required to

·

obtain licenses,
which may not be
available on commercially
reasonable terms,
if at all;

·

redesign our
products or processes
to avoid infringement;

8

·

stop using the
subject matter claimed
in the patents held
by others;

·

pay damages;
or

·

defend litigation
or administrative
proceedings, which
may be costly whether
we win or lose,
and which could
result in a substantial
diversion of our
valuable management
resources.

We could become subject to environmental claims.

We are subject to environmental regulations,
which require us to minimize impacts upon air, water, soil and vegetation. If our operations violate these regulations, government
agencies will usually require us to conduct remedial actions to correct such negative effects. Such actions could substantially
increase our costs and potentially prevent us from producing our products.

We will use hazardous materials in our business. Any
claims relating to improper handling, storage or disposal of these materials could be time consuming and costly.

Our research and development efforts and
our manufacturing and agricultural processes may involve the controlled storage, use and disposal of certain hazardous materials
and waste products. We and our suppliers and other collaborators are subject to federal, state and local regulations governing
the use, manufacture, storage, handling and disposal of materials and waste products. Even if we and these suppliers and collaborators
comply with the standards prescribed by law and regulation, the risk of accidental contamination or injury from hazardous materials
cannot be eliminated. In the event of an accident, we could be held liable for any damages that result, and any liability could
exceed the limits or fall outside the coverage of any insurance we may obtain and exceed our financial resources. We may not be
able to obtain and maintain insurance on acceptable terms, or at all. We may incur significant costs to comply with current or
future environmental laws and regulations.

We may incur substantial liabilities and may be required
to limit commercialization of our products in response to product liability lawsuits.

If we are able to develop and commercialize
our proposed products, we could become subject to product liability claims. If we are not able to successfully defend ourselves
against such claims, we may incur substantial liabilities or be required to limit commercialization of our proposed products.
If we are unable to obtain sufficient product liability insurance at an acceptable cost to protect against potential product liability,
claims could prevent or inhibit the commercialization of products we develop, alone or with corporate collaborators. Even if our
agreements with any future corporate collaborators entitle us to indemnification against losses, such indemnification may not
be available or adequate should any claim arise.

Government regulation of our products could increase
our costs, prevent us from offering certain products or cause us to recall products.

While stevia and/or stevia products have
been approved for use in food and beverages in most major economic regions, including the United States, the European Union, and
Japan, there are still certain countries and regions where stevia has not been approved for use. Global demand for stevia and
stevia products may be limited if stevia’s approval is not sustained or obtained in these regions.

The processing, formulation, manufacturing,
packaging, labeling, advertising and distribution of our products is subject to regulation by one or more federal agencies, and
various agencies of the states and localities in which our products are sold. These government regulatory agencies may attempt
to regulate any of our products that fall within their jurisdiction. Such regulatory agencies may not accept the evidence of safety
for any new ingredients that we may want to market, may determine that a particular product or product ingredient presents an
unacceptable health risk, may determine that a particular statement of nutritional support that we want to use is an unacceptable
drug claim or an unauthorized version of a food "health claim," may determine that a particular product is an unapproved
new drug, or may determine that particular claims are not adequately supported by available scientific evidence. Such a determination
would prevent us from marketing particular products or using certain statements of nutritional support on our products. We also
may be unable to disseminate third-party literature that supports our products if the third-party literature fails to satisfy
certain requirements.

In addition, a government regulatory agency
could require us to remove a particular product from the market. Any product recall or removal would result in additional costs
to us, including lost revenues from any products that we are required to remove from the market, any of which could be material.
Any such product recalls or removals could lead to liability, substantial costs and reduced growth prospects.

9

If any of our products contain plants,
herbs or other substances not recognized as safe by a government regulatory agency, we may not be able to market or sell such
products in that jurisdiction. Any such prohibition could materially adversely affect our results of operations and financial
condition. Further, if more stringent statutes are enacted, or if more stringent regulations are promulgated, we may not be able
to comply with such statutes or regulations without incurring substantial expense, or at all.

We are not able to predict the nature of
future laws, regulations, repeals or interpretations or to predict the effect additional governmental regulation, if and when
it occurs, would have on our business in the future. Such developments could, however, require reformulation of certain products
to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements,
increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation,
or other new requirements. Any such developments could have a material adverse effect on our business operations and financial
condition.

Circumstances outside of our control could negatively
affect consumer perception of and demand for our proposed products.

Even if stevia-based
products distributed by us conform to international safety and quality standards, sales could be adversely
affected if consumers in our target markets lose confidence in the safety, efficacy, and quality of nutritional supplement products.
Adverse publicity about stevia or stevia-based products may discourage consumers from buying products distributed by us. We may
not be able to overcome any such negative publicity within a reasonable period of time or at all.

We have material weaknesses in our internal control
over financial reporting. If we fail to create effective controls and procedures and an effective system of internal control over
financial reporting, we may not be able to accurately report our financial results or prevent fraud.

As we disclose in Part I, Item 4 of
our Form 10-Q for the quarter ended September 30, 2012 and Part II, Item 9A of our Form 10-K for the fiscal year ended March 31,
2012, we have weakness in our control and procedures related to insufficient segregation of duties in our finance and accounting
functions due to limited personnel and insufficient corporate governance policies. These material weakness result in ineffective
oversight in the establishment and monitoring of required internal controls and procedures.

Currently, one person often performs
all aspects of our financial reporting process, including, but not limited to, preparing underlying accounting records and systems,
posting and recording journal entries and preparation of our financial statements. As a result, there is no review of our financial
reporting process, which could result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile
the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material
misstatement to our interim or annual financial statements that may not be prevented or detected.

Our Board of Directors is currently
comprised of three directors, Mr. Brooke, our Chief Executive Officer, Dr. Avtar Dhillon, and Dr. Anthony Maida III. Our Board
of Directors has designated Dr. Maida as a designated audit committee financial expert, and we have established an audit committee,
comprised solely of Dr. Maida. Neither Mr. Brooke nor Dr. Dhillon would be considered independent for purposes of membership on
an audit committee pursuant to Nasdaq Marketplace Rules. Mr. Brooke currently serves as our principal financial officer and principal
accounting officer. However, although Mr. Brooke has some professional experience in finance and accounting, he does not have
professional credentials. We expect to appoint independent directors with experience in finance and accounting to our Board of
Directors and hire additional dedicated finance and accounting staff as we increase our operations. However, until we have done
so, we may be unable to establish or maintain effective internal control over financial reporting and stockholders may have more
limited protections against interested director transactions, conflicts of interest and similar matters.

We may not be able to establish or maintain
adequate controls over our financial processes and reporting, especially as we increase our operations. We may discover additional
material weaknesses, which we may not successfully remediate on a timely basis or at all. Any failure to remediate our reported
or any future material weaknesses in financial reporting identified by us, or to implement required new or improved controls,
or further difficulties encountered in their implementation, could cause us to fail to meet our reporting obligations or result
in material misstatements in our financial statements. Inadequate internal controls could also cause investors to lose confidence
in our reported financial information, which could have a negative impact on the trading price of our stock. Moreover, as we increase
our operations we will be required to expend significant resources to design, implement and maintain a system of internal controls
that is adequate to satisfy our reporting obligations as a public company. The costs associated with external consultants and
internal resources to accomplish this are significant and difficult to predict.

Risks Related to our Common Stock

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock is quoted on the OTC
Market Group’s OTCQB tier, and has a limited trading history on that market. Trading on the OTCQB is frequently highly volatile,
with low trading volume. We have experienced significant fluctuations in the stock price and trading volume of our common stock.
There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for stockholders
to sell their stock. The market price of our common stock could continue to fluctuate substantially.

10

Trading of our stock is restricted by the SEC’s
“penny stock” regulations and certain FINRA rules, which may limit a stockholder’s ability to buy and sell our
common stock.

Our securities are covered by certain “penny
stock” rules, which impose additional sales practice requirements on broker-dealers who sell low-priced securities to persons
other than established customers and accredited investors. For transactions covered by these rules, a broker-dealer must make
a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction
prior to sale, among other things. These rules may affect the ability of broker-dealers and holders to sell our common stock and
may negatively impact the level of trading activity for our common stock. To the extent our common stock remains subject to the
penny stock regulations, such regulations may discourage investor interest in and adversely affect the market liquidity of our
common stock.

The Financial Industry Regulatory Authority
(known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer
must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative
low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of
these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at
least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

If we issue additional shares in the future, our existing
stockholders will be diluted.

Our articles of incorporation authorize
the issuance of up to 525,000,000 shares of common stock, of which 54,674,824 are outstanding. In addition, we have issued convertible
debentures currently convertible into shares of our common stock, including interest payable under certain of these debentures
that is also convertible into shares or payable with our common stock, and warrants exercisable into shares of our common stock.
We expect to seek additional financing in the future in order to fund our operations, and if we issue additional shares of common
stock or securities convertible into common stock our existing stockholders will be diluted. Our Board of Directors may also choose
to issue shares of our common stock, or securities convertible into or exercisable for our common stock, to acquire assets or
companies, for compensation to employees, officers, directors, consultants and advisors, or to fund capital expenditures. The
issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the
outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership
and voting power of all current stockholders. Further, such issuance may result in a change of control of our company.

Our directors and officers control a portion of our outstanding
common stock, which may delay or prevent a change of control of our company or adversely affect our stock price.

As of the date of this prospectus, director
Dr. Avtar Dhillon controls approximately 10.5% of our outstanding common stock and director and Chief Executive Officer Robert
Brooke controls approximately 4.8% of our outstanding common stock. As a result, they are able to exercise a degree of control
over matters requiring stockholder approval, such as the election of directors and the approval of significant corporate transactions.
These types of transactions include transactions involving an actual or potential change of control of our company or other transactions
that the non-controlling stockholders may deem to be in their best interests and in which such stockholders could receive a premium
for their shares.

We have never paid dividends on our capital stock, and
we do not anticipate paying any cash dividends in the foreseeable future.

The continued operation and expansion of
our business will require substantial funding. Investors seeking cash dividends in the foreseeable future should not purchase
our common stock. We have paid no cash dividends on any of our capital stock to date and we currently intend to retain our available
cash to fund the development and growth of our business. Any determination to pay dividends in the future will be at the discretion
of our Board of Directors and will depend upon results of operations, financial condition, contractual restrictions, restrictions
imposed by applicable law and other factors our Board of Directors deems relevant. We do not anticipate paying any cash dividends
on our common stock in the foreseeable future. Any return to stockholders will therefore be limited to the appreciation of their
stock, which may never occur.

11

SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this prospectus
may contain forward-looking statements. Except for the historical information contained in this discussion of the business and
the discussion and analysis of financial condition and results of operations, the matters discussed herein are forward looking
statements. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from future results, performance or achievements expressed or implied by
any forward-looking statements. Forward-looking statements, which involve assumptions and describe our future plans, strategies
and expectations, are generally identifiable by use of the words “may,” “will,” “should,”
“expect,” “anticipate,” “estimate,” “believe,” “intend” or “project”
or the negative of these words or other variations on these words or comparable terminology. In addition to the risks and uncertainties
described in “Risk Factors” above and elsewhere in this prospectus, these risks and uncertainties may include risks
related to:

·

General economic
and business conditions;

·

Our ability
to continue as a
going concern;

·

Our ability
to obtain financing
necessary to operate
our business;

·

Our limited
operating history;

·

Our ability
to recruit and retain
qualified personnel;

·

Our ability
to manage future
growth;

·

Our ability
to research and
successfully develop
our planned products;

·

Our ability
to obtain additional
land suitable for
stevia planting
and to successfully
cultivate stevia
in California’s
Central Valley;

Forward-looking statements are based on
assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking
statements will come to pass. Our actual results could differ materially from those expressed or implied by the forward-looking
statements as a result of various factors. Except as required by applicable laws, we undertake no obligation to update publicly
any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

12

SELLING STOCKHOLDERS

This prospectus covers the resale from
time to time by the selling stockholders identified in the table below of:

·

Up
to 1,000,000 shares
of our common stock
currently issuable
upon conversion
of convertible debentures
sold to investors
in the Financing;

·

Up to an additional
428,572 shares of
our common stock
potentially issuable
upon conversion
of the convertible
debentures, assuming
adjustment of the
conversion price
to the lowest possible
adjusted conversion
price of $0.35 per
share pursuant to
Section 4(c) of
the convertible
debentures;

·

Up to 1,000,000
shares of our common
stock currently
issuable upon exercise
of warrants sold
to investors in
the Financing; and

·

Up
to 80,000 shares
of our common stock
issuable upon exercise
of warrants issued
to the placement
agent or its designees
for services rendered
in connection with
the Financing.

Pursuant to the Registration Rights Agreement
executed in connection with the Financing, we have filed with the Securities and Exchange Commission a registration statement
on Form S-1, of which this prospectus forms a part, to register these resales of our common stock. We have also agreed to cause
such registration statement to become effective, and to keep such registration statement effective. Our failure to satisfy the
deadlines set forth in the Registration Rights Agreement may subject us to payment of certain monetary penalties pursuant to the
terms of the Registration Rights Agreement.

The selling stockholders identified in the
table below may from time to time offer and sell under this prospectus any or all of the shares of common stock described under
the column “Shares of Common Stock Being Offered in this Offering” in the table below. The table below has been prepared
based upon the information furnished to us by the selling stockholders. The selling stockholders identified below may have sold,
transferred or otherwise disposed of some or all of their shares since the date on which the information in the following table
is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning
the selling stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly.

We have been advised that, as noted in the
footnotes in the table below, one of the selling stockholders is a broker-dealer and/or underwriter and that certain of the selling
stockholders are affiliates of a broker-dealer and/or underwriter. We have been advised that each of these selling stockholders
acquired our warrants in the ordinary course of business, not for resale, and that none of these selling stockholders had, at the
time of purchase, any agreements or understandings, directly or indirectly, with any person to distribute the related common stock.

The following table and disclosure following
the table sets forth the name of each selling stockholder, the nature of any position, office or other material relationship,
if any, which the selling stockholder has had, within the past three years, with us or with any of our predecessors or affiliates,
and the number of shares of our common stock beneficially owned by the stockholder before this offering. The number of shares
owned are those beneficially owned, as determined under the rules of the Securities and Exchange Commission, and the information
is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes
any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock
which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion
of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account
or similar arrangement. Unless otherwise indicated in the footnotes to this table and subject to community property laws where
applicable, we believe that each of the selling stockholders named in this table has sole voting and investment power with respect
to the shares indicated as beneficially owned.

The registration statement of which this
prospectus forms a part is registering 428,572 shares of common stock that may become issuable if we are required to adjust the
conversion price of the convertible debentures from the initial conversion price of $0.50 to $0.35, the lowest possible conversion
price. However, we may not be required to make any such adjustment to the conversion price, or any required adjustment may result
in a conversion price between $0.35 and $0.50. As a result, the additional shares may never become issuable by us. The following
table assumes that we are required to issue the maximum number of such additional shares upon conversion of the convertible debentures.

13

We have assumed all shares of common stock
reflected on the table will be sold from time to time in the offering covered by this prospectus. We cannot provide an estimate
as to the number of shares of common stock that will be held by the selling stockholders upon termination of the offering covered
by this prospectus because the selling stockholders may offer some or all of their shares of common stock under this prospectus,
and because we may not be required to issue any or all of the additional shares of common stock upon the adjustment of the conversion
price of the convertible debentures.

Selling Stockholder

Shares of Common Stock Owned Before this Offering §

Shares of Common Stock Underlying Warrants Owned Before this Offering

Shares of Common Stock Underlying Convertible Debentures Owned Before this Offering

Shares of Common Stock Owned Upon Completion of this Offering (1) §

Percentage of Common Stock Outstanding Upon Completion of this Offering §

Anson Investments Master Fund LP (2)

0

500,000

714,286

—

—

Cranshire Capital Master Fund, Ltd. (3)

0

500,000

714,286

—

—

Dawson James Securities, Inc. † (4)(5)

0

24,000

0

—

—

Noam Rubinstein ‡ (4)

0

19,600

0

—

—

Michael Vasinkevich ‡ (4)

0

36,400

0

—

—

†

The selling stockholder is a broker-dealer.

‡

The selling stockholder is an affiliate of a broker-dealer.

§

Based upon information provided to us by the selling stockholders, the
selling stockholders that participated in the Financing own no securities of the Company other than those acquired in connection
with the Financing.

(1)

Assumes that all of the shares of common stock to be registered on the
registration statement of which this prospectus is a part, including all shares of common stock underlying convertible debentures
and warrants held by the selling stockholders, are sold in the offering, and the selling stockholders do not acquire additional
shares of our common stock after the date of this prospectus and prior to completion of the offering.

(2)

Bruce Winson has voting and dispositive power over the shares held by
Anson Investment Master Fund LP. Mr. Winston is Managing Member of Admiralty Advisors, LLC, which is the General Partner of
Frigate Ventures, LP, which is the General Partner of Anson Investments LP, which is the General Partner of Anson Investments
Master Fund LP.

(3)

Cranshire Capital Advisors, LLC (“CCA”) is the investment
manager of Cranshire Capital Master Fund, Ltd. (“Cranshire Master Fund”) and has voting control and investment
discretion over securities held by Cranshire Master Fund. Mitchell P. Kopin, the president, sole member and sole member
of the Board of Managers of CCA, has voting control over CCA. As a result, each of Mr. Kopin and CCA may be deemed to
have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities held by Cranshire Master
Fund.

(4)

Pursuant to the terms of the Placement Agent Agreement (the “Placement Agent Agreement”)
entered into with Dawson James Securities, Inc. (“Dawson”), Dawson received warrants to purchase 80,000 shares
of common stock. Dawson designated warrants to purchase 19,600 shares of common stock to Noam Rubinstein and 36,400 shares
of common stock to Michael Vasinkevich, such that Dawson now holds warrants to purchase 24,000 shares of our common stock.
Each of the warrants has an exercise price of $0.625 per share, subject to adjustment. We also paid placement agent fees of
$40,000 to Dawson pursuant to the Placement Agent Agreement.

(5)

Robert D. Keyser Jr. has voting and investment control over the securities beneficially owned by
Dawson.

Other than as described in the above table
and accompanying footnotes or as further described below, (a) we have not made, and are not required to make, any potential payments
to any selling stockholder, any affiliate of a selling stockholder, or any person with whom any selling stockholder has a contractual
relationship regarding the Financing and (b) other than in connection with the Financing, the selling stockholders have not
had, and do not have, any material relationship with us except for their ownership of our common stock.

14

The holders of the warrants issued in the
Financing have ongoing rights to exercise the warrants and the holders of the convertible debentures issued in the Financing have
ongoing rights to convert the debentures into shares of our common stock. We have disclosed the material terms of the warrants
and convertible debentures elsewhere in this prospectus. In addition, the participants in the Financing have ongoing registration
rights related to the securities issued in the Financing pursuant to the terms of the Registration Rights Agreement.

We may be required to make certain
payments to the investors in the Financing under certain circumstances pursuant to the terms of the Securities Purchase
Agreement and the Registration Rights Agreement. These potential payments include: (a) potential liquidated damages for
failure to register the common stock issued or issuable upon exercise of warrants or upon conversion of the convertible
debentures (such liquidated damages not to exceed 8% of the aggregate subscription amount paid by each investor in the
Financing); (b) amounts payable if we fail to timely deliver certificates representing the required number of shares upon
exercise of the warrants or conversion of the convertible debentures; and (c) amounts payable if we and our transfer agent
fail to timely remove certain restrictive legends from certificates representing shares of common stock. We intend to comply
with the requirements of the Registration Rights Agreement and do not currently expect to make any such payments; however, it
is possible that such payments may be required.

The Securities Purchase Agreement
grants to the investors, until the twelve month anniversary of the date of the closing of the Financing, the right to
participate in any financing by us through an issuance of our common stock for cash or indebtedness up to an amount equal to
an amount of such subsequent financing equal to the investor’s subscription amount in the Financing, on the same
pricing and other terms and conditions as such subsequent financing, provided that the aggregate participation by
such investors shall not exceed 50% of the subsequent financing amount. The terms and conditions of such subsequent financing shall
not include any provision that requires a participating investor to agree to any restrictions on its trading of any of the
shares acquired in connection with the Financing without such investor’s consent.

15

DETERMINATION OF
OFFERING PRICE

The selling stockholders will determine
at what price they may sell the shares of common stock offered by this prospectus, and such sales may be made at prevailing market
prices, at prices related to prevailing market prices or at privately negotiated prices.

PLAN OF DISTRIBUTION

Each selling stockholder of the Conversion
Shares and Warrant Shares and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or
all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility
on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder
may use any one or more of the following methods when selling securities:

·

ordinary brokerage
transactions and
transactions in
which the broker-dealer
solicits purchasers;

·

block trades
in which the broker-dealer
will attempt to
sell the securities
as agent but may
position and resell
a portion of the
block as principal
to facilitate the
transaction;

·

purchases by
a broker-dealer
as principal and
resale by the broker-dealer
for its account;

·

an exchange
distribution in
accordance with
the rules of the
applicable exchange;

·

privately negotiated
transactions;

·

settlement of
short sales entered
into after the effective
date of the registration
statement of which
this prospectus
is a part;

·

in transactions
through broker-dealers
that agree with
the Selling Stockholders
to sell a specified
number of such securities
at a stipulated
price per security;

·

through the
writing or settlement
of options or other
hedging transactions,
whether through
an options exchange
or otherwise;

·

a combination
of any such methods
of sale; or

·

any other method
permitted pursuant
to applicable law.

The selling stockholders may also sell
securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders
may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling
stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated,
but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary
brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance
with FINRA IM-2440.

In connection with the sale of the securities
or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholders
may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions
with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to
such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders and any broker-dealers
or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive fees, commissions and
markups which, in the aggregate, would exceed eight percent (8%).

16

The Company is required to pay certain
fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

Because selling stockholders may be deemed
to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements
of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. The selling stockholders
have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale
securities by the selling stockholders.

We agreed to keep this prospectus effective
until the earlier of (i) the date on which the securities may be resold by the selling stockholders without registration and without
regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of
the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.
The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities
laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and
is complied with.

Under applicable rules and regulations
under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to
the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of securities
of the common stock by the selling stockholders or any other person. We will make copies of this prospectus available to the selling
stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time
of the sale (including by compliance with Rule 172 under the Securities Act).

17

USE
OF PROCEEDS

We will not receive proceeds from the sale
of common stock under this prospectus. We would, however, receive approximately $750,000 from the selling stockholders if they
exercise their warrants in full on a cash basis, which we will use primarily for working capital purposes. The warrant holders
may exercise their warrants at any time in accordance with the terms thereof until their expiration, as further described under
“Description of Securities.” If there is no effective registration statement registering the resale of the common
stock underlying the warrants as of certain time periods (as provided in the warrants), the warrant holders may choose to exercise
their warrants on a “cashless exercise” or “net exercise” basis. If they do so, we will not receive any
proceeds from the exercise of the warrants. Because the warrant holders may exercise the warrants largely in their own discretion,
if at all, we cannot plan on specific uses of proceeds beyond application of proceeds to the purposes herein described. We have
agreed to bear the expenses (other than any underwriting discounts or commissions or agent’s commissions) in connection
with the registration of the common stock being offered hereby by the selling stockholders.

DESCRIPTION
OF SECURITIES

Authorized Capital Stock

Effective October 10, 2011, we effected
a seven (7) for one (1) forward stock split of our authorized, issued and outstanding common stock. As a result, our authorized
capital has increased from 75,000,000 shares of common stock with a par value of $0.001 to 525,000,000 shares of common stock
with a par value of $0.001. Our Articles of Incorporation do not provide for the issuance of preferred stock.

Capital Stock Issued and Outstanding

As of November 27, 2012, there were issued
and outstanding (i) 53,839,008 shares of common stock, (ii) warrants to purchase 1,080,000 shares of our common stock at exercise
prices ranging from $0.625 to $0.70 per share, and (iii) convertible debentures currently convertible into 2,193,773 shares of
common stock at conversion prices ranging from $0.50 to $1.25 per share.

Description of Common Stock

We are authorized to issue up to 525,000,000
shares of common stock. The holders of our common stock are entitled to one vote per share on all matters submitted to a vote
of the stockholders, including the election of directors. Our Articles of Incorporation do not provide for cumulative voting in
the election of directors. The holders of our common stock will be entitled to cash dividends as may be declared, if any, by our
Board of Directors from funds available. Upon liquidation, dissolution or winding up of our company, the holders of our common
stock will be entitled to receive pro rata all assets available for distribution to the holders.

Description of Convertible Debentures

The Debentures issued in the Financing
are non-interest bearing and mature two years following their issuance date. They provide for certain restrictive covenants and
events of default which, if any of them occurs, would permit or require the principal amount of the Debentures to become or to
be declared due and payable. The Debentures are convertible at the purchaser’s option into shares of our common stock at
an initial conversion price of $0.50 per share, subject to adjustment for stock dividends and splits, subsequent rights offerings
and pro rata distributions to our common stockholders. Upon the earlier of the effectiveness of a registration statement registering
the shares issuable upon the conversion and exercise of the Debentures and warrants or the date such shares may be sold pursuant
to Rule 144 under the Securities Act without volume or manner-of-sale restrictions (such earlier date, the “Trigger Date”),
the conversion price of the Debentures shall be reduced to the lesser of (i) the then conversion price or (ii) 90% of the average
of the volume weighted average price of our common stock for the five trading days immediately prior to the Trigger Date, provided
that the conversion price shall not be reduced to less than $0.35 per share (such adjusted conversion price, the “Reset
Conversion Price”). We may force conversion of the Debentures into common stock if, at any time following the Trigger Date,
the volume weighted average price of our common stock for each of any five consecutive trading days exceeds 120% of the Reset
Conversion Price.

In addition to
the Debentures issued in the Financing, we have issued and outstanding convertible debentures pursuant to two separate subscription
agreements. On January 31, 2012, we issued a convertible debenture with an aggregate principal amount of $250,000. The debenture
is convertible at the holder’s option into shares of common stock at an initial conversion price of $0.50 per share. We
may elect to make interest payments in common stock valued at the conversion price. The entire principal balance of the Debenture
is due and payable three years following its issuance unless earlier redeemed by us in accordance with its terms. We may repay
the principal and interest owing under the debenture in shares at maturity or upon redemption of the debenture. The debenture
also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued
interest on the debenture to become or to be declared due and payable.

On February 7, 2012, we entered into another subscription agreement with one investor in a private
placement, pursuant to which such investor irrevocably agreed to purchase $1,250,000 in common stock and convertible debentures
from the Company over a twelve month period beginning on March 1, 2012. Under the Subscription Agreement, the investor agreed
to purchase an aggregate of 625,000 shares of common stock and convertible debentures with an aggregate principal amount of $625,000
in five tranches, for proceeds to us of $250,000 per tranche, convertible into a total of 693,774 shares of our common stock at
prices ranging from $0.65 to $1.25. The conversion price of the common stock underlying each of the convertible debentures is
subject to adjustment upon a reclassification or other change in our outstanding common stock and certain distributions to all
holders of our common stock. The entire principal balance of each debenture is due and payable three years following its date
of issuance unless earlier redeemed by us in accordance with its terms. We may repay the principal and interest owing under each
of the debentures in common stock at maturity or upon redemption of the debenture. The debenture also provides for customary events
of default which, if any of them occurs, would permit or require the principal of and accrued interest on the debenture to become
or to be declared due and payable. By May 2012 the investor had purchased its entire commitment of shares of common stock and
debentures.

18

Description of Warrants

Upon the closing of the Financing, pursuant
to the Securities Purchase Agreement, each of the purchasers was issued a Purchaser Warrant to purchase up to a number of shares
of common stock equal to 100% of the shares initially issuable upon conversion of such purchaser’s Debenture. The Purchaser
Warrants have an initial exercise price of $0.70 per share, are exercisable immediately upon issuance and have a term of exercise
equal to five years. Effective upon the closing of the Financing, we issued warrants to purchase 80,000 shares of our common stock
to Dawson as placement agent for the Financing. The Placement Agent Warrants have an exercise price of $0.625 per share and a
term of five years and are exercisable immediately. The other terms of the Placement Agent Warrants are substantially the same
as the warrants issued to the purchasers in the Financing.

Effective upon the Trigger Date, the exercise
price of the Warrants shall be reduced to the lesser of (i) the then exercise price or (ii) 110% of the Reset Conversion Price
(as described in “Description of Convertible Debentures” above). The Warrants are subject to adjustment for stock
dividends and splits, subsequent rights offerings and pro rata distributions to our common stockholders. In addition, the Warrants
are also subject to adjustment of the per share exercise price upon the disposition of shares of our common stock, or securities
exercisable or convertible into common stock, at a price lower than the then-exercise price, such that the exercise price of the
Warrants will be reduced to equal the lower effective price per share.

Some features of the Nevada Revised Statutes,
which are further described below, may have the effect of deterring third parties from making takeover bids for control of us
or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium
over market price for their shares of common stock as a result of a takeover bid.

Acquisition of Controlling Interest

The Nevada Revised Statutes contain provisions
governing acquisition of a controlling interest of a Nevada corporation. These provisions provide generally that any person or
entity that acquires a certain percentage of the outstanding voting shares of a Nevada corporation may be denied voting rights
with respect to the acquired shares, unless the holders of a majority of the voting power of the corporation, excluding shares
as to which any of such acquiring person or entity, an officer or a director of the corporation, and an employee of the corporation
exercises voting rights, elect to restore such voting rights in whole or in part. These provisions apply whenever a person or
entity acquires shares that, but for the operation of these provisions, would bring voting power of such person or entity in the
election of directors within any of the following three ranges:

19

·

20% or more
but less than 33
1/3%;

·

33 1/3% or more
but less than or
equal to 50%; or

·

more than 50%.

The stockholders or board of directors
of a corporation may elect to exempt the stock of the corporation from these provisions through adoption of a provision to that
effect in the articles of incorporation or bylaws of the corporation. Our articles of incorporation and bylaws do not exempt our
common stock from these provisions.

These provisions are applicable only to
a Nevada corporation that:

·

has 200 or more
stockholders of
record, at least
100 of whom have
addresses in Nevada
appearing on the
stock ledger of
the corporation;
and

·

does business
in Nevada directly
or through an affiliated
corporation.

These provisions may discourage companies
or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition
may be in the interest of our stockholders.

Combination with Interested Stockholder

The Nevada Revised Statutes contain provisions
governing combination of a Nevada corporation that has 200 or more stockholders of record with an interested stockholder. A corporation
affected by these provisions may not engage in a combination within three years after the interested stockholder acquires his,
her or its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired
such shares. Generally, if approval is not obtained, then after the expiration of the three-year period, the business combination
may be consummated with the approval of the board of directors before the person became an interested stockholder or a majority
of the voting power held by disinterested stockholders, or if the consideration to be received per share by disinterested stockholders
is at least equal to the highest of:

·

the highest
price per share
paid by the interested
stockholder within
the three years
immediately preceding
the date of the
announcement of
the combination
or within three
years immediately
before, or in, the
transaction in which
he, she or it became
an interested stockholder,
whichever is higher;

·

the market value
per share on the
date of announcement
of the combination
or the date the
person became an
interested stockholder,
whichever is higher;
or

·

if higher for
the holders of preferred
stock, the highest
liquidation value
of the preferred
stock, if any.

Generally, these provisions define an interested
stockholder as a person who is the beneficial owner, directly or indirectly of 10% or more of the voting power of the outstanding
voting shares of a corporation, and define combination to include any merger or consolidation with an interested stockholder,
or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions
with an interested stockholder of assets of the corporation having:

·

an aggregate
market value equal
to 5% or more of
the aggregate market
value of the assets
of the corporation;

·

an aggregate
market value equal
to 5% or more of
the aggregate market
value of all outstanding
shares of the corporation;
or

·

representing
10% or more of the
earning power or
net income of the
corporation.

Liability and Indemnification of Directors
and Officers

We have not entered into separate indemnification
agreements with any of our directors or officers. The Nevada Revised Statutes provide us with the power to indemnify any of our
directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that
his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director or officer must not have had
reasonable cause to believe his/her conduct was unlawful.

20

Under applicable sections of the Nevada
Revised Statutes, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes
he/she has met the standards and will personally repay the expenses if it is determined the officer or director did not meet the
standards.

Our Bylaws include certain indemnification
provisions under which we are required to indemnify any of our current or former directors or officers against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them
including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to
which he is or they are made a party by reason of his or her being or having been a director of the Company. In addition, our
Articles of Incorporation provide that the no director or officer of the Company shall be personally liable to the Company or
any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that these provisions do not eliminate or limit the liability of a director or officer
(i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of the law, or (ii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes. In addition, if Section 2115 of the California Corporations
Code is applicable to us, certain laws of California relating to the indemnification of directors, officer and others also will
govern.

At present, there is no pending litigation
or proceeding involving any of our directors or officers regarding which indemnification is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification. We also maintain insurance policies that indemnify our directors and
officers against various liabilities, including liabilities arising under the Securities Act, which might be incurred by any director
or officer in his or her capacity as such.

Insofar as indemnification for liabilities
arising under the Securities Act may be permitted for our directors, officers and controlling persons pursuant to the foregoing
provisions, or otherwise, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification
against such liabilities (other than payment by us for expenses incurred or paid by a director, officer or controlling person
of ours in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction, the question of whether such indemnification by it is against
public policy in the Securities Act and will be governed by the final adjudication of such issue.

21

MARKET PRICE OF AND DIVIDENDS ON COMMON
STOCK AND RELATED MATTERS

Market Information

Our common stock was quoted through
the facilities of the OTC Bulletin Board (“OTCBB”) from April 1, 2009 until July 6, 2009 under the symbol “LDMI.OB”.
On July 6, 2009, quotation of our shares of common stock on the OTCBB ceased due to our failure to comply with Rule 15c2-11 of
the Exchange Act. On February 25, 2010 our shares were again cleared for quotation on the OTCBB under the symbol “LDMI.OB.”
On November 23, 2011, in connection with our name change to Stevia First Corp., our symbol changed “STVF”. However,
no shares of our common stock traded on the OTCBB or any other over-the-counter market prior to March 5, 2012. Our common stock
is currently quoted on the OTC Market Group QB tier, or OTCQB, under the symbol “STVF.” There is no established public
trading market for our common stock. The liquidity of our shares on the OTCQB market is extremely limited, and prices quoted may
not be a reliable indication of the value of our common stock.

The following table sets forth the range
of reported high and low closing bid quotations for our common stock for the fiscal quarters indicated as reported by the OTCBB
or the OTCQB, as applicable.

High

Low

Fiscal 2011

First Quarter ended June 30, 2010*

—

—

Second Quarter ended September 30, 2010*

—

—

Third Quarter ended December 31, 2010*

—

—

Fourth Quarter ended March 31, 2011*

—

—

Fiscal 2012*

First Quarter ended June 30, 2011*

—

—

Second Quarter ended September 30, 2011*

—

—

Third Quarter ended December 31, 2011*

—

—

Fourth Quarter ended March 31, 2012#

3.23

0.10

Fiscal 2013*

First Quarter ended June 30, 2012

2.47

0.40

Second Quarter ended September 30, 2012

0.711

0.2301

Third Quarter ended December 31, 2012

0.60

0.30

Fourth Quarter ending March 31, 2013 (through January 29, 2013)

0.66

0.34

# There was no market for our common stock during portions
of this period

As of January 29, 2013, there were 22
holders of record of our common stock, not including an indeterminable number of stockholders whose shares are held in street
or “nominee” name. As of such date, 54,674,824 shares of common stock were issued and outstanding.

Dividends

We have never declared or paid any cash
dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations
and to finance expansion and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Securities Authorized for Issuance under
Equity Compensation Plans

On February 3, 2012, our Board of Directors
approved and adopted the Stevia First Corp. 2012 Stock Incentive Plan (the “2012 Plan”), and a majority of stockholders
of the Company executed a written consent approving and adopting the 2012 Plan. Under the 2012 Plan, we are authorized to issue
up to 5,000,000 shares of our common stock in stock incentive awards to employees, directors and consultants.

22

Except as listed in the table below, as
of March 31, 2012, we do not have any equity based plans, including individual compensation arrangements that have not been approved
by our stockholders. The following table provides information as of March 31, 2012 with respect to our equity compensation plans:

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders

2,100,000

$

0.10

2,900,000

(1)

Equity compensation plans not approved by security holders

—

$

—

—

Total

2,100,000

$

0.10

2,900,000

(1)

As of March 31, 2012, 2,900,000 shares of our common stock
remained available for future issuance pursuant to the 2102 Plan.

23

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read
in conjunction with the financial statements and the related notes contained elsewhere in this prospectus. In addition to historical
information, the following discussion contains forward looking statements based upon current expectations that are subject to
risks and uncertainties. Actual results may differ substantially from those referred to herein due to a number of factors, including
but not limited to risks described in the section entitled “Risk Factors” and elsewhere in this prospectus.

Company Overview

We were incorporated in the State of
Nevada on June 29, 2007 and commenced operations as a development stage exploration company. On October 10, 2011, we completed
a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from “Legend Mining Inc.”
to “Stevia First Corp.” As a result of our management change, the addition of key personnel, and the lease of property
for laboratory and office space and agricultural land in California, we are pursuing our new business as an agricultural biotechnology
company engaged in the cultivation and harvest of stevia leaf and the development of stevia products. We are in the early stages
of establishing a vertically-integrated enterprise that controls the process of stevia extract production using biotechnological
methods including fermentation, or uses traditional farming, cultivation, and extraction from the stevia plant, and which also
develops, markets, and sells stevia consumer products.

Our common stock is currently quoted
on the OTC Market Group’s OTCQB tier under the symbol “STVF.” No shares of our common stock traded until March
5, 2012 and there is only a limited trading market for our common stock.

Plan of Operations

We have not yet generated or realized any
revenues from our business operations. In their report on the annual consolidated financial statements for the fiscal year ended
March 31, 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as
a going concern. This means that there is substantial doubt that we can continue as an on-going business unless we obtain additional
capital or generate sufficient cash from our operations. We do not expect to generate cash from our operations for the foreseeable
future. The continuation of our business is dependent upon our ability to obtain loans or sell securities to new and existing
investors.

As described further under the heading
“Liquidity and Capital Resources” below, (i) on January 31, 2012, we issued a $250,000 convertible debenture to an
investor in a private placement (the “January Private Placement”) and (ii) on February 7, 2012, we entered into a
subscription agreement (the “February Subscription Agreement”) with one investor, pursuant to which such investor
irrevocably agreed to pay us $1,250,000 over a 12 month period beginning on March 1, 2012, in consideration for our issuance of
625,000 shares of common stock and convertible debentures with an aggregate principal amount of $625,000. On May 22, 2012, we
received advance payment from the investor for all remaining tranches under the February Subscription Agreement and issued the
remaining shares of common stock and convertible debentures thereunder.

Our current strategy is to build a vertically
integrated stevia enterprise in North America through our internal research and development, cultivation of stevia in California’s
Central Valley, product development activities combined with acquiring rights to additional intellectual property and land suitable
for stevia production, and forming alliances with leading California growers, current manufacturers and distributors of high-grade
but low-cost stevia extracts with superior taste profiles. We are focused on the production of stevia extract through use of fermentation
technologies, the production of stevia extract through California stevia leaf production, the development of consumer stevia products
such as a tabletop sweetener, and more broadly at building a vertically-integrated stevia enterprise in the United States.

We have begun development of a stevia
consumer product utilizing stevia extract purchased from other suppliers until we are able to produce our own stevia extract.
Operations related to stevia product development include the formulation and testing of a stevia tabletop sweetener. We plan to
initiate consumer product testing in the first half of 2013. Assuming favorable results from our consumer product testing efforts,
we would expect to release our planned tabletop sweetener product in 2013 and generate revenues from this proposed product as
soon as the second half of 2013. We expect additional expenses related to this development work to be approximately $30,000, costs
for initial manufacturing runs and distribution of the product to be approximately $20,000, and that each of these activities
would be funded internally.

Our present operations primarily consist
of research and development related to stevia extract production through use of biotechnology or fermentation, including the directed
conversion of steviol, undesirable steviol glycosides, or low-cost substrates to high-value and desirable steviol glycosides such
as Rebaudioside A (“Reb A”) that are sweet and normally present within the stevia leaf. Operations related to production
of stevia extract through fermentation include microbial strain development and characterization work. Prior to the launch of
California-produced stevia extract, we will need to achieve certain operational milestones, including but not limited to further
microbial strain development, fermentation process development and optimization, work which we currently estimate to cost $250,000.
Assuming our research and development efforts are successful, we would seek manufacturing capacity with contract manufacturers
and regulatory approvals for products developed using these methods, which we currently estimate would cost $750,000. Assuming
our research and development and regulatory approval efforts are successful, we expect the first revenues on sales of products
resulting from use of our biotechnological or fermentation work could occur in 2014. However, we will require additional investment
obtained through additional funding from our stockholders and other qualified investors in order to complete these milestones,
and for initial commercialization as described will also require the availability of contract manufacturing capacity on desirable
terms from outside companies. We may be unsuccessful in our development and commercialization of stevia extracts using biotechnology
or fermentation methods, and may never commercialize any related product, generate revenue, or become profitable.

To a lesser extent, our present operations
also consist of pursuing traditional industry means of stevia extract production, including stevia crop cultivation, harvest,
and extraction of steviol glycosides from the stevia leaf., Operations related to production of stevia extract through traditional
means include establishing stevia field trial production outputs, and development and scale-up of stevia leaf extraction and processing
methods, work which we currently estimate will cost $250,000 and which we expect to complete in the second half of 2013. Provided
research and development is successful, and we still plan to pursue traditional industry means of stevia extract production, we
would seek to expand stevia leaf production through contract stevia growers, seek contract processing capacity with operators
of extraction facilities, and obtain any necessary regulatory approvals for these stevia extracts and processing facilities, work
which we currently estimate to cost $250,000. If these efforts prove successful, we expect the first revenues on sales of California
stevia extract could occur in 2014. However, we will require additional investment obtained through additional funding from our
stockholders and other qualified investors in order to complete these milestones, and for initial commercialization of California
stevia extract as described will require the participation of local growers and the availability of contract extraction facilities
on desirable terms. We may be unsuccessful in our development and commercialization of stevia extracts using traditional industry
means, and may never commercialize any related product, generate revenue, or become profitable.

Over the 12 months following the date
of this prospectus, we expect to continue to review potential acquisitions and alliances, and to increase the scale of research
and development operations. We currently have two full-time employees and three part-time employees. Total expenditures over the
next 12 months are expected to be approximately $1,500,000. After giving effect to the funds raised in the recent private placements,
as of the date of this prospectus we expect to have sufficient funds to operate our business for at least 6 months. However, our
estimate of total expenditures could increase if we encounter unanticipated difficulties. In addition, our estimates of the amount
of cash necessary to fund our business may prove to be wrong, and we could spend our available financial resources much faster
than we currently expect. If we cannot raise the money that we need in order to continue to develop our business, we will be forced
to delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial
risk that our business would fail. We expect to continue to seek funding from our stockholders and other qualified investors in
order to pursue our business plan. We do not have any arrangements in place for any future financing. Sources of additional funds
may not be available on acceptable terms or at all.

24

As further discussed in “Liquidity
and Capital Resources” below, we will need to raise additional funds in order to continue operating our business.

Critical Accounting Policies

Our financial statements and accompanying
notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis.
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
periods.

We regularly evaluate the accounting policies
and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical
experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable
under the facts and circumstances. Actual results could differ from those estimates made by management.

We believe the following critical accounting
policies require us to make significant judgments and estimates in the preparation of our consolidated financial statements.

Basis of Presentation

The financial statements of the Company
have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented
in U.S. dollars.

Use of Estimates and Assumptions

The preparation of financial statements
in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from
those estimates.

It is management's opinion that all adjustments
necessary for the fair statement of the results for the interim period have been made. All adjustments are of normal recurring
nature, or a description is included of the nature and amount of any adjustments other than normal recurring adjustments.

Stock-Based Compensation

We periodically issue stock options and
warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. We account for
stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial
Accounting Standards Board whereas the value of the award is measured on the date of grant and recognized over the vesting period.
We account for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance
of the Financial Accounting Standards Board whereas the value of the stock compensation is based upon the measurement date as
determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance
to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting
period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee,
option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement
date.

The fair value of our common stock option
and warrant grant is estimated using the Black-Scholes-Merton option pricing model, which uses certain assumptions related to
risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense
is recorded based upon the value derived from the Black-Scholes-Merton option pricing model, and based on actual experience. The
assumptions used in the Black-Scholes-Merton option pricing model could materially affect compensation expense recorded in future
periods.”

Recent Accounting Pronouncements

25

Management
has evaluated the recently issued accounting pronouncements through the date of this report and has determined that their adoption
will not have a material impact on the financial position, results of operations, or cash flows of the Company.

Results of Operations

Three Months Ended September 30, 2012 Compared to Three
Months Ended September 30, 2011

Our net loss during the three months ended
September 30, 2012 was $865,773 compared to a net loss of $84,359 for the three months ended September 30, 2011, an increase in
net loss of $781,414. During the three months ended September 30, 2012 and 2011, respectively, we did not generate any revenue.

During the three months ended September
30, 2012, we incurred general and administrative expenses of $797,939 compared to $75,160 incurred during the three months ended
September 30, 2011 an increase of $722,779. General and administrative expenses generally include salary, rent, stock based compensation
cost, financial and administrative contracted services and travel expenses. During the three months ended September 30, 2012,
we incurred $413,273 in stock based compensation, compared to $0 for the three months ended September 30, 2011. In addition, during
the three months ended September 30, 2012, we incurred related party rent for $39,517 compared to $1,000 incurred during the three
months ended September 30, 2011, an increase of $38,517. During the three months ended September 30, 2012, we incurred related
party consulting fees of $0 compared to $3,000 incurred during the three months ended September 30, 2011.

During the three months ended September
30, 2012, we recorded interest expense in the amount of $28,016 compared to $2,651 for the three months ended September 30, 2011.

The increase in net loss during the three
months ended September 30, 2012 compared to the three months ended September 30, 2011 is attributable primarily to higher general
and administrative expenses incurred in the transition of our business from one with nominal operations to an agricultural biotechnology
company engaged in the cultivation and harvest of stevia leaf and the development of stevia products, including expenses related
to consulting and professional fees as we underwent a change of control and management as well as a name change and forward stock
split. In addition, we instituted a stock incentive plan and granted options to employees and consultants, which has resulted
in an increase in stock-based compensation expenses.

Six Months Ended September 30, 2012 Compared to Six Months
Ended September 30, 2011

Our net loss during the six months ended
September 30, 2012 was $1,185,277 compared to a net loss of $93,299 for the six months ended September 30, 2011, an increase in
net loss of $1,091,978. During the six months ended September 30, 2012 and 2011, respectively, we did not generate any revenue.

During the six months ended September 30,
2012, we incurred general and administrative expenses of $1,083,586 compared to $79,863 incurred during the six months ended September
30, 2011 an increase of $1,003,723. General and administrative expenses generally include salary, rent; stock based compensation
cost, financial and administrative contracted services and travel expenses. During the six months ended September 30, 2012, we
incurred $581,923 in stock based compensation, compared to $0 for the six months ended September 30, 2011. In addition, during
the six months ended September 30, 2012, we incurred related party rent for $66,450 compared to $1,000 incurred during the six
months ended September 30, 2011, an increase of $65,450. During the six months ended September 30, 2012, we incurred related party
consulting fees of $0 compared to $6,000 incurred during the six months ended September 30, 2011.

During the six months ended September 30,
2012, we recorded interest expense in the amount of $52,953 compared to $3,888 for the six months ended September 30, 2011.

We recorded a gain of $107,004 related
to the conversion of notes payable and accrued interest for common stock on May 25, 2012. The notes and interest were converted
at a price of $1.00 per share. The gain represents the difference between the conversion price and the trading price of our common
stock on the conversion date.

The increase in net loss during the six
months ended September 30, 2012 compared to the six months ended September 30, 2011 is attributable primarily to higher general
and administrative expenses incurred in the transition of our business from one with nominal operations to an agricultural biotechnology
company engaged in the cultivation and harvest of stevia leaf and the development of stevia products, including expenses related
to consulting and professional fees as we underwent a change of control and management as well as a name change and forward stock
split. In addition, we instituted a stock incentive plan and granted options to employees and consultants, which has resulted
in an increase in stock-based compensation expenses.

26

Fiscal Years Ended March 31, 2012
and March 31, 2011

The following table sets forth our results
of operations for the years ended March 31, 2012 and 2011.

From July 1,

2007

Twelve Months Ended

(Inception) to

March 31,

March 31,

2012

2011

2012

Revenues

$

-

$

-

$

-

Operating Expenses:

General and Administrative

1,127,402

1,137

1,129,180

Leasehold Impairment Expense

38,091

-

38,091

Mineral Properties

-

-

12,228

Professional fees

120,437

25,582

205,920

Related Party Rent

8,500

-

8,500

Related Party Consulting Fee

6,000

5,000

11,000

Loss from operations

(1,300,430

)

(31,719

)

(1,404,919

)

Other expenses

Foreign currency translation

(2,523

)

-

(2,523

)

Interest expense

(18,300

)

(3,556

)

(24,073

)

Loss before income taxes

(1,321,253

)

(35,275

)

(1,431,515

)

Provision for income taxes

-

-

-

Net loss from continuing operations

$

(1,321,253

)

$

(35,275

)

$

(1,431,515

)

Loss per share - Basic and diluted

$

(0.03

)

$

(0.00

)

Weighted Average Number of Common

Shares Outstanding

51,451,096

51,450,000

Our net loss during the fiscal year ended
March 31, 2012 was $1,321,253 compared to a net loss of $35,275 for the fiscal year ended March 31, 2011 (an increase in net loss
of $1,285,978). During the fiscal year ended March 31, 2012 and 2011, respectively, we did not generate any revenue.

During the fiscal year ended March 31,
2012, we incurred general and administrative expenses in the aggregate amount of $1,127,402 compared to $1,137 incurred during
the fiscal year ended March 31, 2011 (an increase of $1,126,265). General and administrative expenses generally include corporate
overhead, salaries and other compensation costs, financial and administrative contracted services, marketing, consulting costs
and travel expenses. In addition, during the fiscal year ended March 31, 2012, we incurred related party consulting fees paid
to Tao Chen, the Company’s former Chief Executive Officer, in the amount of $6,000 compared to $5,000 incurred during the
fiscal year ended March 31, 2011 (an increase of $1,000). During the fiscal year ended March 31, 2012, we incurred related party
rent totaling $8,500 compared to $0 incurred during the fiscal year ended March 31, 2011 (an increase of $8,500). Also during
the fiscal year ended March 31, 2012, we incurred stock-based compensation totaling $979,880 compared to $0 incurred during the
fiscal year ended March 31, 2011.

This resulted in a loss of $1,300,430 during
the fiscal year ended March 31, 2012 compared to a loss from operations of $31,719 during the fiscal year ended March 31, 2011.

During the fiscal year ended March 31,
2012, we recorded total other expenses consisting of interest expense and foreign currency translation in the amount of $18,300
and $2,523, respectively, compared to total other expenses consisting of interest expense and foreign currency translation recorded
during the fiscal year ended March 31, 2011 in the amount of $3,556 and $0, respectively. This resulted in a net loss of $1,321,253
during the fiscal year ended March 31, 2012 compared to a net loss of $35,275 during the fiscal year ended March 31, 2011.

27

The increase in net loss during the fiscal
year ended March 31, 2012 compared to the fiscal year ended March 31, 2011 is attributable primarily to higher general and administrative
expenses incurred in the transition of our business from one with nominal operations to an agricultural biotechnology company
engaged in the cultivation and harvest of stevia leaf and the development of stevia products, including expenses related to consulting
and professional fees as we underwent a change of control and management as well as a name change and forward stock split. In
addition, we instituted a stock incentive plan and granted options to employees and consultants, which has resulted in stock-based
compensation expenses. The Company had no revenues during the fiscal year ended March 31, 2012.

Liquidity and Capital Resources

Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability
and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

As of September 30, 2012, we had total
current assets of $757,568. Our total current assets as of September 30, 2012 were comprised of cash in the amount of $533,490,
a security deposit of $2,500, prepaid expense of $96,586, and advance payment on related party lease of $124,992. Our total current
liabilities as of September 30, 2012 were $43,983 represented primarily by accounts payable and accrued liabilities of $28,322,
accrued interest of $13,233 and accounts payable to a related party of $2,428. As a result, on September 30, 2012, we had a working
capital of $713,585.

As of September 30, 2012 our long term
liabilities were $732,091, which consisted of convertible notes payable in the amount of $875,000, net of a discount of $142,909.

Recent Financings

On January 31, 2012, we issued a $250,000
convertible debenture to a single investor in the January Private Placement. The debenture bears interest at the rate of 6.0%
per annum, payable semi-annually in arrears on June 30 and December 31 of each year beginning on June 30, 2012. The debenture
is convertible at the holder’s option into our common stock at an initial conversion price of $0.50 per share. We may elect
to make interest payments in common stock valued at the conversion price. The entire principal balance of the debenture is due
and payable three years following its issuance unless earlier redeemed by us in accordance with its terms. We may repay the principal
and interest owing under the debenture in common stock at maturity or upon redemption of the debenture. The debenture also provides
for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on
the debenture to become or to be declared due and payable.

On February 7, 2012, we entered into the
February Subscription Agreement pursuant to which, beginning on March 1, 2012, the investor thereunder irrevocably agreed to pay
$1,250,000 in consideration for our issuance of 625,000 shares of our common stock and convertible debentures with an aggregate
principal amount of $625,000. Pursuant to the terms of the February Subscription Agreement, the investor agreed to purchase such
shares and such convertible debentures in five tranches, for proceeds to us of $250,000 per tranche, under the following schedule:
(i) on March 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a
conversion price of $0.65; (ii) on June 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares
of our common stock at a conversion price of $0.80; (iii) on September 1, 2012, 125,000 shares of common stock and a $125,000
note convertible into shares of our common stock at a conversion price of $0.95; (iv) on December 1, 2012, 125,000 shares of common
stock and a $125,000 note convertible into shares of our common stock at a conversion price of $1.10; and (v) on March 1, 2013,
125,000 shares of common stock and a $125,000 note convertible into shares of our common stock at a conversion price of $1.25.
The conversion price of the common stock underlying each of the convertible debentures is subject to adjustment upon a reclassification
or other change in our outstanding common stock and certain distributions to all holders of our common stock, and the conversion
prices for all tranches may be set to $1.50 in the event that funding does not occur pursuant to the defined schedule. On May
22, 2012, we received an advance payment of $850,000 from the investor under the February Subscription Agreement, which represented
all remaining amounts owed by the investor under the February Subscription Agreement. After our receipt of the investor’s
advance payment of $850,000, the investor has purchased common stock and convertible debentures under the February Subscription
Agreement for total proceeds to us of $1,250,000.

28

Each convertible debenture issued pursuant
to the February Subscription Agreement bears interest at the rate of 6.0% per annum, payable semi-annually in arrears on June
30 and December 31 of each year, and is convertible at the holder’s option into our common stock at the applicable conversion
price. We may elect to make interest payments in common stock valued at the conversion price. The entire principal balance of
each debenture is due and payable three years following its date of issuance unless earlier redeemed by us in accordance with
its terms. We may repay the principal and interest owing under each of the debentures in common stock at maturity or upon redemption
of the debenture. The debenture also provides for customary events of default which, if any of them occurs, would permit or require
the principal of and accrued interest on the debenture to become or to be declared due and payable.

On October 29, 2012, we entered into a
Securities Purchase Agreement (the “Securities Purchase Agreement”) with two investors providing for the issuance
and sale of an aggregate of $500,000 in convertible debentures and warrants to purchase 1,000,000 shares of our common stock,
for proceeds to us of $500,000. The financing closed on November 1, 2012. After deducting for fees and expenses, the aggregate
net proceeds from the sale of the debentures and warrants are expected to be approximately $445,000. In this prospectus, we refer
to this transaction as the Financing.

We are a development stage company and have
not generated any revenue to date from our activities. We believe that if we do generate revenues in the foreseeable future, such
revenues would be sparse and irregular and they would be less than necessary to carry our business forward without additional financing.
We had cash in the amount of $533,490 as of September 30, 2012. As we discuss under the heading “Plan of Operations”
above, our total expenditures over the next 12 months are expected to be approximately $1,500,000. After giving effect to the funds
raised in the private placements we describe above, as of the date of this prospectus we expect to have sufficient funds to operate
our business for at least 6 months. However, our estimate of total expenditures could increase if we encounter unanticipated difficulties.
In addition, our estimates of the amount of cash necessary to fund our business may prove to be wrong, and we could spend our available
financial resources much faster than we currently expect. If we cannot raise the money that we need in order to continue to develop
our business, we will be forced to delay, scale back or eliminate some or all of our proposed operations. If any of these were
to occur, there is a substantial risk that our business would fail. Management’s plans are to continue to seek funding from
our stockholders and other qualified investors in order to pursue our business plan. We do not have any arrangements in place for
any future financing. Sources of additional funds may not be available on acceptable terms or at all.

Net Cash Used in Operating Activities

We have not generated positive
cash flows from operating activities. For the six months ended September 30, 2012, net cash used in operating activities
was $882,716 compared to net cash used in operating activities of $56,077 for the six months ended September 30, 2011.
This increase is due to the increase in our operations as we began transitioning to our new business as an
agricultural biotechnology company during the second half of the fiscal year ended March 31, 2012. Net cash used in operating
activities during the six months ended September 30, 2012 consisted primarily of a net loss of $1,185,277 and an increase of
$197,917 related to advance payments on related party lease, offset by $581,923 related to stock-based compensation. Net cash
used in operating activities during the six months ended September 30, 2011 consisted of a net loss of $93,299 and increase
of $2,765 on prepaid expense offset by $3,875 increase in accrued interest on loans and increase of $30,564 for accounts
payable and accrued liabilities and $5,548 increase for accounts payable to related party.

Net Cash Provided By Financing Activities

During the six months ended September 30,
2012, net cash provided by financing activities was $885,000 compared to net cash provided by financing activities of $100,000 for the
six months ended September 30, 2011. Net cash provided from financing activities during the six months ended September 30, 2012
was primarily attributable to our receipt of an advance payment of $850,000 from the investor under the February Subscription
Agreement entered into on February 7, 2012, which represents all remaining amounts owed by the investor under in connection with
the February Subscription Agreement.

Net Cash Used in Investing Activities

During the six months ended September 30,
2012, net cash used in investing activities was $1,000 compared to net cash used in investing activities of $0 for the six months
ended September 30, 2011. Net cash used in investing activities during the six months ended September 30, 2012 was solely a security
deposit paid on a lease.

29

Loan Obligations

On May 24, 2012, we entered into note exchange
agreements (each, a “Note Exchange Agreement”) with two holders of eleven separate outstanding promissory notes with
an aggregate principal amount of $196,800 that were issued between December 23, 2008 and October 26, 2011. Pursuant to the Note
Exchange Agreements, on May 25, 2012, all principal and accrued but unpaid interest under these outstanding promissory notes,
totaling approximately $214,008, were canceled in exchange for our issuance to the holders of such notes of 214,008 shares of
our common stock at a conversion rate of $1.00 per share.

Going Concern Statement

We have not yet received revenues from
sales of products or services, and have recurring losses from operations. The continuation of our company as a going concern is
dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements
do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification
of liabilities that might be necessary should our company discontinue operations.

Due to the uncertainty of our ability to
meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for
the year ended March 31, 2012, our independent auditors included an explanatory paragraph regarding substantial doubt about our
ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances
that lead to this disclosure by our independent auditors.

The continuation of our business is dependent
upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available,
will increase our liabilities and future cash commitments.

Off-Balance Sheet Arrangements

None.

30

DESCRIPTION
OF THE BUSINESS

We were incorporated under the laws of
the State of Nevada on June 29, 2007 as Legend Mining Inc. We commenced operations by issuing shares and acquiring a mineral property
located in the Province of Saskatchewan, Canada. We were unable to keep the mineral claim in good standing due to lack of funding
and our interest in the property expired. In September 2011, we entered into a lease for laboratory and office space in Yuba City,
California, and since that time we have worked towards establishing our new business as an agricultural biotechnology company
engaged in the cultivation and harvest of stevia leaf and the development of stevia products. On October 10, 2011, we completed
a merger with our wholly-owned subsidiary, Stevia First Corp., whereby we changed our name from “Legend Mining Inc.”
to “Stevia First Corp.” Also on October 10, 2011, we affected a seven (7) for one (1) forward stock split of authorized,
issued and outstanding common stock. As a result, our authorized capital was increased from 75,000,000 shares of common stock
with a par value of $0.001 to 525,000,000 shares of common stock with a par value of $0.001, and issued and outstanding shares
increased from 7,350,000 to 51,450,000.

Our Current Business

In February 2012, we commenced operations
as an agricultural biotechnology company engaged in the cultivation and harvest of stevia leaf and the development of stevia products.
Our intent is to establish a vertically-integrated enterprise that controls the process of stevia production through fermentation-based
methods or traditional stevia leaf production, and which develops, markets, and sells stevia products. We hope to capitalize on
the California Central Valley region’s agricultural infrastructure to become California’s major producer of stevia.
We are focused on the production of stevia extract through use of fermentation technologies, the production of stevia extract
in California through traditional farming and leaf extraction, the development of consumer stevia products such as a tabletop
sweetener product, and more broadly at building a vertically-integrated stevia enterprise in the United States.

We expect to develop operations in California
that will include research and development related to stevia production through fermentation-based methods, stevia production
through stevia farming, and stevia product formulation. Our business goals include:

Expanding the
existing high-grade
stevia supply chain
with quality control
and California
stevia;

·

Achieving and
maintaining low
cost production
of stevia through
process innovation
and vertical integration
(from seed and
seedling development
through to leaf
processing and
stevia extraction);

·

Developing
and cultivating
stevia varieties
with higher leaf
yield and more
content of better-tasting
steviol glycosides,
and developing
high-quality stevia
seeds; and

·

Developing
the capacity needed
to meet forecast
customer demand.

In furtherance of these business goals,
we expect to focus on the following activities during calendar years 2012 and 2013:

·

Increased staffing
of our research
and development
facilities;

·

Completion
of stevia field
trials in California;

·

Completion
of laboratory trials
of stevia processing
technologies, including
those related to
fermentation-based
stevia production;

·

Developing
a branding and
marketing campaign
for our stevia
products geared
towards both industry
and consumers;
and

·

Pursuing state
and/or federal
funding, or additional
research and development
collaborations,
in order to further
develop the stevia
industry in California.

Our present operations consist of research
and development related to stevia extract production, both through fermentation-based and traditional farm-based means, and separately
the development of stevia consumer products.

Our present operations as an agricultural
biotechnology company are aimed towards using fermentation or biotechnological approaches for stevia extract production, involving
primarily the development and procurement of yeast and other microbial strains that may be useful for this purpose, characterization
and validation of the growth and production characteristics of these strains, and planning for eventual processing scale-up, production,
and extraction of steviol glycosides, the sweet constituents found in nature within the stevia leaf. We are currently working
on developing microbial strains that produce steviol, steviol glycosides, or other molecules that could be economically-important
and relevant to stevia extract production. We expect to have results from process optimization studies related to this development
in the first half of 2013. In conjunction with this business goal, we are actively pursuing internal development and management
of intellectual property related to the production of stevia using fermentation-based or biotechnological methods. We currently
expect that further development, regulatory approval, and first revenues on sales of such products will occur in 2014.

We have exclusive and worldwide rights
to patents obtained through a license of these patents from Vineland Research and Innovations Centre (the “Vineland License”).
The patent family includes an issued U.S. patent, an issued European Union patent, and an issued Canadian patent. These patents
relate to microbial production of steviol and steviol glycosides. The Vineland License has an initial term of 10 years and may
be renewed by us for additional two-year terms until all licensed patents have expired. Pursuant to the Vineland License, we agreed
to total cash fees due and payable within the first year of $50,000, of which $25,000 were paid at signing. In addition to these
cash fees, we will owe royalties of 0.5% of the sale price of products developed using the intellectual property, and in the third
year and all subsequent years of the Vineland License the Company will owe a minimum annual royalty of $10,000.

Prior to the launch of stevia
extract produced using fermentation processes, we need to achieve certain operational milestones, including but not limited
to process development and optimization, processing methods scale-up for commercial production, regulatory approvals for
processing facilities, and regulatory approvals of final products. We currently estimate that completion of these milestones
will not occur until 2014 and that completion of necessary milestones for initial commercialization of stevia extract
products produced using fermentation processes would require approximately $1,000,000 of additional investment that would
need to be obtained through additional funding by our existing stockholders and other qualified investors.

We are also pursuing the
production of California stevia extract produced using traditional industry means involving stevia crop production and leaf
extraction. In order for commercialization of these products, we need to achieve additional milestones including stevia field
trial production output, development and scale-up of leaf extraction methods, and any necessary regulatory approvals for
processing facilities or products. We currently estimate that completion of these milestones will not occur until at least
2014 and that completion of necessary milestones for initial commercialization of California stevia extract will require
approximately $500,000 of additional investment that would need to be obtained through additional funding by our existing
stockholders and other qualified investors.

Our field operations include the management
of stevia plantings, currently at field sites, propagation houses, or greenhouses. This work directly supports our stevia field
trials in California, which are designed to provide data about potential crop yields and growing economics that are relevant to
California’s Central Valley and our local growers. We expect to obtain interim data from field trials in the first half
of 2013, and we expect more extensive data to be available beginning in the second half of 2013. However, these field trials are
ongoing, and could result in other improvements, such as better stevia plant varieties or improved cultivation practices. While
we could produce California stevia leaf in 2013 that is of significant quantity to justify commercial sales and revenue generation,
selling stevia leaf to overseas stevia extract producers may not be economically viable in the long-term, and so our California
leaf supply will instead be used to support research and development operations. Specifically, our field operations provide a
ready supply of stevia leaf that can be used for development and scale-up of steviol glycoside extraction and processing methods.

We have initiated operations related
to the development and launch of a stevia tabletop sweetener. This product is intended to be sold directly to consumers or through
retail stores. Until we produce our own California stevia extract in sufficient quantities and obtain regulatory approval for
this product, we will purchase and use stevia extracts that are commercially-available from other suppliers for use within our
own branded tabletop sweetener products, and a similar strategy will be used with any other stevia products that we develop and
launch in the near-term. We expect to initiate product testing and obtain product testing results in the first half of 2013, and
depending on these results, may launch the tabletop sweetener product later in 2013. Assuming favorable product testing results,
we expect to generate revenues in the second half of 2013 from the release of a tabletop sweetener product. As noted above, this
product would not include our own stevia extract produced by fermentation or more conventional industry means. We expect additional
expenses related to this development work to be approximately $30,000, costs for initial manufacturing runs and distribution of
the product to be approximately $20,000, and that each of these activities would be funded internally.

We expect our total expenditures over the
next 12 months to be approximately $1,500,000. After giving effect to the funds raised in our recent financings, as of the date
of this prospectus we expect to have sufficient funds to operate our business over the next 6 months. However, our estimate of
total expenditures could increase if we encounter unanticipated difficulties. In addition, our estimates of the amount of cash
necessary to fund our business may prove to be wrong, and we could spend our available financial resources much faster than we
currently expect. If we cannot raise the money that we need in order to continue to develop our business, we will be forced to
delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk
that our business would fail. We expect to continue to seek funding from our stockholders and other qualified investors in order
to pursue our business plan. We do not have any arrangements in place for any future financing. Sources of additional funds may
not be available on acceptable terms or at all.

31

Recent Financings

January Subscription Agreement

On January 31, 2012, we issued a $250,000
convertible debenture to a single investor in the January Private Placement. The debenture bears interest at the rate of 6.0%
per annum, payable semi-annually in arrears on June 30 and December 31 of each year beginning on June 30, 2012. The debenture
is convertible at the holder’s option into our common stock at an initial conversion price of $0.50 per share. We may elect
to make interest payments in common stock valued at the conversion price. The entire principal balance of the debenture is due
and payable three years following its issuance unless earlier redeemed by us in accordance with its terms. We may repay the principal
and interest owing under the debenture in common stock at maturity or upon redemption of the debenture. The debenture also provides
for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on
the debenture to become or to be declared due and payable.

February Subscription Agreement

On February 7, 2012, we entered into the
February Subscription Agreement pursuant to which, beginning on March 1, 2012, the investor thereunder irrevocably agreed to pay
$1,250,000 in consideration for our issuance of 625,000 shares of our common stock and convertible debentures with an aggregate
principal amount of $625,000. Pursuant to the terms of the February Subscription Agreement, the investor agreed to purchase such
shares and such convertible debentures in five tranches, for proceeds to us of $250,000 per tranche, under the following schedule:
(i) on March 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares of our common stock at a
conversion price of $0.65; (ii) on June 1, 2012, 125,000 shares of common stock and a $125,000 debenture convertible into shares
of our common stock at a conversion price of $0.80; (iii) on September 1, 2012, 125,000 shares of common stock and a $125,000
note convertible into shares of our common stock at a conversion price of $0.95; (iv) on December 1, 2012, 125,000 shares of common
stock and a $125,000 note convertible into shares of our common stock at a conversion price of $1.10; and (v) on March 1, 2013,
125,000 shares of common stock and a $125,000 note convertible into shares of our common stock at a conversion price of $1.25.
The conversion price of the common stock underlying each of the convertible debentures is subject to adjustment upon a reclassification
or other change in our outstanding common stock and certain distributions to all holders of our common stock, and the conversion
prices for all tranches may be set to $1.50 in the event that funding does not occur pursuant to the defined schedule. On May
22, 2012, we received an advance payment of $850,000 from the investor under the February Subscription Agreement, which represented
all remaining amounts owed by the investor under the February Subscription Agreement. After our receipt of the investor’s
advance payment of $850,000, the investor has purchased common stock and convertible debentures under the February Subscription
Agreement for total proceeds to us of $1,250,000.

Each convertible debenture issued pursuant
to the February Subscription Agreement bears interest at the rate of 6.0% per annum, payable semi-annually in arrears on June
30 and December 31 of each year, and is convertible at the holder’s option into our common stock at the applicable conversion
price. We may elect to make interest payments in common stock valued at the conversion price. The entire principal balance of
each debenture is due and payable three years following its date of issuance unless earlier redeemed by us in accordance with
its terms. We may repay the principal and interest owing under each of the debentures in common stock at maturity or upon redemption
of the debenture. The debenture also provides for customary events of default which, if any of them occurs, would permit or require
the principal of and accrued interest on the debenture to become or to be declared due and payable.

October 2012 Financing

On October 29, 2012, we entered into a
Securities Purchase Agreement with two purchasers providing for the issuance and sale of an aggregate of $500,000 in convertible
debentures (the “Debentures”) and warrants to purchase 1,000,000 shares of common stock, for gross proceeds to us
of $500,000 (the “Financing”). The Financing closed on November 1, 2012. After deducting for fees and expenses, the
aggregate cash net proceeds to us from the sale of the Debentures and warrants were approximately $445,000.

32

The Debentures are non-interest bearing
and mature two years following their issuance date. They provide for certain restrictive covenants and events of default which,
if any of them occurs, would permit or require the principal amount of the Debentures to become or to be declared due and payable.
The Debentures are convertible at the purchaser’s option into shares of our common stock at an initial conversion price
of $0.50 per share, subject to adjustment for stock dividends and splits, subsequent rights offerings and pro rata distributions
to our common stockholders. Upon the earlier of the effectiveness of a registration statement registering the shares issuable
upon the conversion and exercise of the Debentures and warrants or the date such shares may be sold pursuant to Rule 144 under
the Securities Act of 1933 (the “Securities Act”) without volume or manner-of-sale restrictions (such earlier date,
the “Trigger Date”), the conversion price of the Debentures shall be reduced to the lesser of (i) the then conversion
price or (ii) 90% of the average of the volume weighted average price of our common stock for the five trading days immediately
prior to the Trigger Date, provided that the conversion price shall not be reduced to less than $0.35 per share (such adjusted
conversion price, the “Reset Conversion Price”). We may force conversion of the Debentures into common stock if, at
any time following the Trigger Date, the volume weighted average price of our common stock for each of any five consecutive trading
days exceeds 120% of the Reset Conversion Price. The registration statement of which this prospectus forms a part is registering
428,572 shares of common stock that may become issuable if we are required to adjust the conversion price of the Debentures from
the initial conversion price of $0.50 to $0.35, the lowest possible conversion price. However, we may not be required to make
any such adjustment to the conversion price, or any required adjustment may result in a conversion price between $0.35 and $0.50.
As a result, the additional shares may never become issuable by us.

Upon the closing of the Financing, pursuant
to the Securities Purchase Agreement, each of the purchasers was issued a warrant to purchase up to a number of shares of common
stock equal to 100% of the shares initially issuable upon conversion of such purchaser’s Debenture. The warrants have an
initial exercise price of $0.70 per share, are exercisable immediately upon issuance and have a term of exercise equal to five
years. Effective upon the Trigger Date, the exercise price of the warrant shall be reduced to the lesser of (i) the then exercise
price or (ii) 110% of the Reset Conversion Price. The warrants are subject to adjustment for subsequent sales by us of common
stock, or securities exercisable or convertible into common stock, at a price lower than the then-exercise price, as well as for
stock dividends and splits, subsequent rights offerings and pro rata distributions to our common stockholders.

Effective upon the closing of the Financing,
we issued warrants to purchase 80,000 shares of our common stock to Dawson James Securities, Inc. (“Dawson”) as placement
agent for the Financing (the “Placement Agent Warrants” and together with the warrants issued to the purchasers in
the Financing, the “Warrants”). The Placement Agent Warrants have an exercise price of $0.625 per share and a term
of five years and are exercisable immediately. The other terms of the Placement Agent Warrants are substantially the same as the
warrants issued to the purchasers in the Financing.

Effective November 1, 2012, we entered
into a Registration Rights Agreement (the “Registration Rights Agreement”) with the purchasers in the Financing. Under
the Registration Rights Agreement and our placement agent agreement with Dawson, we are required to file a registration statement
within 30 days following the closing of the Financing to register the resale of the shares of common stock underlying the Warrants
and Debentures. Our failure to meet the filing deadlines and other requirements set forth in the Registration Rights Agreement
may subject us to the payment of substantial financial penalties. The shares of common stock to be registered on the registration
statement of which this prospectus forms a part include all of the shares of common stock currently issuable upon the exercise
of the Warrants or conversion of the Debentures.

California’s Central Valley

Initially we intend to conduct most of
our operations in or around Yuba City, California, which is located in California’s Central Valley. The Central Valley area
produces more than $13 billion worth of food products annually and offers an ideal combination of land-base, climate and agro-industrial
expertise and infrastructure. Our headquarters are currently located in Yuba City in the heart of the Central Valley. This location
should provide ready access to talent from University of California, Davis, one of the leading agricultural research universities
in the United States, and the rich talent pool of scientists, agronomists, agricultural innovators and equipment suppliers in
the area.

About Stevia

History of Stevia Production and Commercialization

33

Stevia rebaudiana, popularly known as stevia,
is a plant from the chrysanthemum family that is native to Paraguay. South American natives have used stevia as a sweetener in
its raw, unprocessed form for hundreds of years. They call it “k’aa h’ee,” which means sweet leaf or honey
leaf. The small green plant’s leaves have a taste that can be 30 times sweeter than sugar.

Stevia is commercially produced in temperate
regions of the world where it can be grown as a perennial crop. Stevia has been grown commercially in Brazil, Paraguay, Uruguay,
parts of Central America, Thailand, China, and, in recent years, the United States. Most commercial stevia production now takes
place in China, where growing conditions are favorable and labor costs support what has historically been a labor-intensive activity.
According to an Equity Development report on PureCircle in January 2010, China then had some 32,000 hectares of stevia under cultivation,
accounting for approximately 80% of global stevia production. According to PureCircle in their 2010 annual report, at mid-2010,
total global leaf for the 2010 harvest was estimated at 70,000 to 100,000 tons. This was an increase of some 1,000% to 1,500%
since 2002.

Since the 1970s, stevia has been used widely
in Japan and has achieved high market penetration. It was demand from Japan that led to its cultivation in China for commercial
use. Prior to 2008, stevia had been sold in the United States as a supplement, primarily in the natural foods industry. Following
the issuance of the U.S. Food and Drug Administration’s (“FDA”) first no objection letter on December 17, 2008,
various Rebaudioside A (“Reb A”) extracts or steviol glycoside extracts, including those of 97% Reb A purity (referred
to as “Reb A 97”), and 95% purity (referred to as “Reb A 95”), have been “generally recognized as
safe” (“GRAS”) and permitted for use as sweeteners for food and beverages in the United States. The world’s
second largest market for high-intensity sweeteners, the European Union, adopted regulations to approve stevia extract for use
in in November 2011.

In the United States, the primary
market for our potential products, 25 or more stevia products have received GRAS approval, including Reb A products and also
refined mixtures of steviol glycosides. All of these products use traditional industry means for obtaining steviol
glycosides, including the cultivation of the stevia plant and extraction of steviol glycosides from the stevia leaf. Of these
products, none appear to involve directed production of steviol from lower-cost substrates using fermentation, enzymatic, or
other biotechnological processes. Certain products appear to use industrial enzymes for use with leaf extraction, and
three products appear to use industrial enzymes for modification of steviol glycoside mixtures. No products appear to involve
the directed production of Reb A, currently the industry-leading steviol glycoside, from lower-cost substrates using
fermentation, enzymatic, or otherwise biotechnological processes.

Steviol Glycoside Compounds

Stevia leaves contain nine to 12 compounds
called steviol glycosides, which taste sweet but have no calories. These steviol glycosides are responsible for the sweet taste
of the leaves of the stevia plant and are 30 times sweeter than sugar when in raw form. When refined, the steviol glycosides can
reach sweetness levels 200 to 300 times greater than those of sugar, and range in sweetness from 40 to 300 times sweeter than
sucrose. They are heat-stable, pH-stable, and do not ferment. They do not induce a glycemic response when ingested, making them
attractive as natural sweeteners to diabetics and others on carbohydrate-controlled diets.

The steviol gylocoside compound Reb A is
the sweetest of the steviol glycosides. Historically, stevia was not processed to a high extract purity level, and as a result
suffered from aftertaste or bitterness, which some have described as a licorice-like taste. However, isolating the glycoside Reb
A has decreased this aftertaste. The GRAS notification issued by the FDA initially applied only to extracted and refined stevia
of at least Reb A 95. Advanced stevia processing capabilities now enable the extraction of highly purified Reb A, at 97% and higher.
In all or nearly all stevia extract products today, Reb A is extracted from the leaves and then purified for use in food and beverages.

Reb A and Stevia Cultivation

Developing a variety of stevia leaf with
significantly higher Reb A content would allow for larger volumes of high-grade stevia extract with lower raw material (leaf)
costs. Furthermore, the higher the Reb A content of a raw stevia leaf, the less costly the downstream processing activities required
to increase its purity. One focus of our operations will be to develop varieties of stevia with high sugar content in general,
or high Total Stevia Glycosides (“TSG”), and in particular, high Reb A content. TSG and Reb A content increase as
the plant matures, concentrating over time with sunlight. However, TSG declines when the plant flowers. Delaying flowering is
key to allowing the plants to achieve higher Reb A content in the leaf and giving them more time to produce leaves prior to harvesting.

The stevia plant is photoperiod sensitive,
which means that it depends on a particular day-length to initiate flowering and other stages of development. Stevia’s native
range is 15 degrees to 25 degrees latitude, and passes through distinct stages with the seasons. TSG concentrates with vegetative
growth in the longer days of summer. Typically the plant flowers when the length of the day shortens. In general, any undue stress
will initiate flowering. This makes latitude, time of planting, and source of propagation key factors to commercial success. In
recent years, growers have begun cultivating stevia farther from the equator to take advantage of longer summer days that promote
higher TSG and Reb A content. Virtually all the commercial production today is between 15 and 45 degrees latitude. Yuba City,
California is located at approximately 39 degrees latitude.

Stevia is native to semi-humid, sub-tropical
climates where temperatures typically range from 21° F to 110° F. While tolerant of mild frost, hard frosts will kill
the roots of the plant. Although stevia grows well on infertile, acid soils, it can also be cultivated on more neutral soils.
The range of average temperature highs and lows in Yuba City, California is 39°F to 97°F.

34

From Stevia Leaf to Extract

Stevia is commercialized as dry leaf, concentrated
liquid, pulverized leaves or white concentrated powder. The liquid and the pulverized leaf have a light herbal aftertaste. The
concentrated liquid is approximately 70 times sweeter than sugar and is often added to milk, tea, coffee or chocolate. The pulverized
leaf is 30 times sweeter than sugar. The white concentrated powder is 150 times sweeter than sugar. If the white concentrated
powder is refined into Reb A, its crystals are 200 to 300 times sweeter than sugar. The cost of producing or acquiring dry leaf
currently accounts for an estimated 70% of the costs involved in traditional stevia extract production.

Stevia Extract from Fermentation-based or Biotechnological
Production Methods

Certain companies and research groups
have recently investigated the potential for stevia extract to be produced through natural methods that mimic the biosynthesis
of steviol glycosides within the stevia plant. In doing this, steviol glycosides can potentially be produced in yeast or plant
cells using directed fermentation and related biotechnological methods so as to better control the blend of steviol glycosides
in the final product. This could be done starting with low-cost plant materials, or crude stevia extract, and if such a process
is able to scale effectively it could produce a superior tasting stevia extract that contains few impurities and be more economical
than current methods that rely upon complex stevia farming and extraction methods.

As of January 2013, three companies
have obtained or sought GRAS approval in the United States for use of industrial enzymes as processing aids to modify crude stevia
extract obtained from stevia leaves. It should be noted that such a processing aid can improve the taste of certain steviol glycosides,
but it does not enable the production of steviol or steviol glycosides from other substrates, and it does not enable the directed
production or purification of Reb A.

Because there is significant inherent variability
in farming production, fermentation-based methods may become a more reliable and scalable method of stevia production. This may
be particularly true for Reb A extracts, which are typically present in very low levels within the stevia leaf, and therefore
require a large amount of stevia leaf production to be used in extraction processes. In addition, due to the stevia leaf being
a complex mixture of various compounds, many impurities still remain after extraction that may contain off-tastes. This necessitates
the use of further processing and purification steps, which add to the cost of the stevia extract, and that may not be entirely
successful or consistent in removing off-tastes within the final product. So, a process that eliminates or greatly reduces such
impurities may provide a superior tasting product. If low-cost sugars or other low-cost plant materials are able to be converted
into steviol glycosides at large volumes, stevia extracts may not only be better tasting but also more readily available and have
lower production costs.

Such methods rely upon knowledge and characterization
of the genes and enzymes that play a role in the biosynthesis of steviol glycosides within the stevia leaf. In 2007, Brandle,
et. al. in Phytochemistry, state that it had been over 40 years since the first insights into the biosynthesis of steviol
glycosides were published, and that only a limited understanding of the enzymes involved existed as of 1999. But, over the next
seven years, all of the gene in the pathway, except one, were cloned and sequenced and many of them functionally characterized.
The only gene remaining that Brandle et. al. refers to is the kaurenoic acid 13-hydroxylase, an enzyme that helps produce steviol.
Some genes called glucosyltransferases had been characterized by Richman et. al. in Plant, and these enzymes enable the
conversion of steviol to the sweet steviol glycoside compounds.

The Global Sweetener Industry

The value of the global sweetener market
in 2009, dominated by sugar, was estimated at US$58.3 billion, as reported by Reuters. According to Mintel’s 2011 report
on Stevia and Natural Sweeteners, stevia is one of the fastest-growing newcomers in the $6 billion estimated sugar substitute
market. This includes artificial chemical sweeteners as well as naturally derived non-caloric sweeteners.

There are two main segments of the global
sweetener market: “nutritive” sweeteners, including sugar and high fructose corn syrup, which contain calories; and
“non-nutritive” sweeteners, which are low- or zero-calorie sweeteners, and include zero-calorie high intensity artificial
sweeteners such as aspartame and sucralose, as well as naturally derived sweeteners such as stevia. According to Mintel, sugar
and high fructose corn syrup comprise 80% of the sweetener market and are growing in-line with population expansion, whereas non-nutritive
sweeteners are projected to grow at 5% a year between 2008 and 2015. Artificial non-nutritive sweeteners have dominated the non-nutritive
sweetener market, but the trend is toward natural sweeteners, according to the Mintel report. The artificial sweetener market
is expected to grow 5.5% annually through 2015, according to a July 2007 report by Global Industry Analysts on Artificial Sweeteners.

Traditional Nutritive Sweeteners

35

Sugar

Most governments subsidize the farming
of sugar cane or sugar beet and related refinery costs because they consider sugar to be a necessity as a nutritive sweetener.
Farmers producing either sugar cane or sugar beet in Europe and the United States have subsidies available to them. Sugar subsidies
pose a major barrier to the widespread use of other sweeteners.

While widely used, over-consumption of
sugar carries risks. A 2011 report from the USDA found that sweetener deliveries for 2010 were 131.9 pounds per capita. It is
believed that the increased consumption of sugar and sweeteners has contributed to increased rates of obesity, diabetes and other
health related issues. In recent years, these concerns have stimulated a demand in the market for alternatives to sugar and especially
non-nutritive sweeteners, a trend that is occurring globally.

Even with increased concern about the adverse
health effects of over consumption of sugar, there is a separate concern about a looming shortfall in the world’s sugar
supply. The price of sugar rose from about $0.10 per lb. to more than $0.60 per lb. over the last 10 years. And global sugar consumption
is forecast to rise by more than 50% to nearly 260 million tons by 2030, according to Mintel and the World Health Organization.

High Fructose Corn Syrup

A modified form of corn syrup with an increased
fructose level, high fructose corn syrup (“HFCS”) typically contains either 42% or 55% fructose, with the remaining
sugars being primarily glucose and higher sugars. Since fructose is sweeter than glucose, the syrup’s overall sweetness
can be increased. This results in a more cost-effective use over sugar in food processing. Since HFCS’s caloric content
is equivalent to that of sugar, it raises the same health concerns to consumers and industry. In addition, the human body metabolizes
fructose differently than it does glucose. Fructose does not trigger the release of appetite suppressing endorphins, leading some
to hold the view that the high consumption of HFCS is associated with contributing to increasing rates of obesity.

Sugar Substitutes

Non-nutritive sweeteners, sometimes referred
to as “artificial sweeteners” or “high-intensity sweeteners,” are generally synthesized by chemical processes
and have a higher degree of sweetness than nutritive sweeteners. Non-nutritive sweeteners have low or no caloric content and do
not include fermentable carbohydrates, preventing the creation of acids through oral bacteria that causes tooth decay. The low
calorie content allows diabetic patients to enjoy the taste of regular sugar without adding calories to their diet while assisting
in weight management to prevent heart diseases and obesity. Increasing diabetic patient population, surging risks of heart diseases,
and health-conscious populace are major factors driving growth in artificial sweeteners market. Demand for artificial sweeteners
is expected to be stimulated by weight reduction efforts, attempts to develop foods for diabetic patients and others who need
to cut sugar intake, and worries over dental cavities.

Non-nutritive sweeteners are used in variety
of products including dairy products, bakery products, confectioneries, snacks, salad dressings, beverages as well as cosmetics
and pharmaceuticals. Beverages, notably diet soft drinks, are the principal market for non-nutritive sweeteners. The Coca Cola
Company and PepsiCo, for example, are major purchasers and users of aspartame, a popular high-intensity sweetener, often used
in diet sodas. Growth in this market is largely affected by the ongoing trends in the end-user industry.

The United States dominates the world non-nutritive
sweeteners market, with Europe and Asia-Pacific trailing the U.S. in sales. The three principal markets collectively account for
the vast majority of the global artificial sweeteners market and the Asia-Pacific region is projected to be the fastest growing
regional market for artificial sweeteners, with a compound annual growth rate of more than 3.0% over the analysis period, according
to a 2007 Global Industry Analysts report. The market is likely to be affected by lower prices, entry of new players, particularly
of the players operating in developing nations, expiry of patents protection and growing concerns about the usage of artificial
sweeteners. This is paving way for the increased usage of various natural non-nutritive sweeteners such as stevia.

Sucralose

Produced by Tate & Lyle plc. under
the brand name Splenda®, sucralose is now found in more than 4,500 products. Developed in the 1970s, sucralose is 600 times
sweeter than sugar, heat stable and dissolvable in water. Sucralose is manufactured by chemically altering a sugar molecule and
substituting three chlorine atoms for three hydrogen-oxygen groups. The use of chlorine molecules in sucralose has raised health
concerns because they are used as the base of many pesticides. According to Tate & Lyle plc. in 2012, SPLENDA® has a 26%
share of the high intensity sweetener market by value, making Tate & Lyle the largest single high intensity sweetener manufacturer
in the world, and that by volume, SPLENDA® Sucralose accounts for 89% of the global sucralose market.

36

Aspartame

One of the most widely used high-intensity
sweeteners in the food and beverage industry, aspartame was discovered in 1967 and approved by the FDA in 1981. It is about 200
times sweeter than sugar, but is not heat-stable and so is not suitable for baking or cooking. Aspartame is, however, found widely
in diet colas and also in some breakfast cereals, desserts and chewing gum. In the United States, Aspartame is marketed under
the brand names Equal™ and NutraSweet™. Global demand for aspartame is expected to grow below the industry average
due to rising safety concerns and competition from sucralose in food and beverage applications.

Polyols

Polyols, or sugar alcohols, are produced
by hydrogenation or fermentation of different carbohydrates. A few of the more common types of polyols include maltitol, erythritol,
sorbitol, isomalt and xylitol. Most polyols occur naturally in vegetables, fruits and mushrooms, and are also regularly present
in fermented foods such as wine or soy sauces. Polyols are not generally considered non-nutritive sweeteners because they contain
calories, although they do contain fewer calories than sugar. In addition, they are not considered high-intensity sweeteners,
as they are no sweeter than sugar and may even be less sweet. They are added to foods because of their low caloric content and
are often combined with high-intensity sweeteners. Excluding erythritol, the laxative effect that most polyols have can cause
digestive problems. They are now used mainly in sugar-free gums in low doses.

Demand for polyols may be driven by consumers’
perceptions regarding the benefits of natural products and the continued interest of the consumers to reduce the sugar intake
for combating diabetics, tooth decay and obesity. Demand for functional carbohydrates such as palatinose, among others, is likely
to increase, as these products satisfy the consumer’s quest for healthy, flavor and texture rich products.

Saccharin

Some 300 times sweeter than sugar, saccharin
is marketed under the brand name Sweet 'N' Low®. Saccharin is heat stable, has a long shelf life and remains relatively cheap
to produce. But it has been known to have a bitter aftertaste and has been subject to controversy over possible carcinogenic side
effects. Canada banned saccharin in1977.

The Market for Stevia

Stevia represents a new category of natural,
plant-based, zero-calorie, high-intensity sweetener. Stevia measures zero on the glycemic index, which is important in the diabetic
market and benefits from growing consumer understanding of the value of a low glycemic index diet. In addition, the ability of
stevia extracts to remain stable under heat permits it to be utilized in processed foods. Reb A is increasingly being used in
food and beverage applications. Because Reb A is heat, light and pH stable, it can be used in applications where other sweeteners
cannot. Additionally, its taste is closer to sugar than other sweeteners currently being used, which could provide Reb A with
significant advantages in certain applications.

Japan accounts for $200 million of the
global stevia market due to its early adoption and high acceptance rates. Following the FDA’s GRAS notification for Reb
A 95 in December 2008, the stevia market expanded rapidly, as evidenced by the 200 launches of products containing stevia extracts
in 2009 and 97 products in the first quarter of 2010, according to the market research firm Mintel. In total, from mid-2009 to
mid-2010, new product launches using stevia extracts increased by 200 percent, with products launched in 35 countries - 237 new
products in the first half of 2010 alone, according to Mintel’s Global New Product Database.

Food consultancy Zenith International reports
that stevia saw a 27% increase in worldwide volume sales in 2010 over 2009, taking its overall market value to $285 million in
2010. Stevia in 2011 was estimated to account for less than 1% of the global sweetener market, or $500 million, according to research
firm KnowGenix. Market research firm Mintel estimates the global market for stevia sweeteners reached $500 million by mid-2011,
and both Zenith and Mintel predict continued rapid growth. The potential market for Reb A in the U.S. appears to be considerable.
In 2008, the global high intensity sweetener market was valued at approximately $1.3 billion, with the U.S. accounting for approximately
35% ($455 million).

37

A May 2009 study by The Freedonia Group
indicates that greater awareness of the relationship between diet and health will continue to support an increasing demand for
products across all categories that offer nutritional and health benefits. The study valued the current United States demand for
sweeteners at $12 billion, with alternative sweetener demand accounting for 9.5%. In particular, the food segment is expected
to see a high percentage of growth in demand for alternative sweeteners in the United States. Some of the largest growth is expected
to occur in beverages, however, and in particular from flavored and enhanced waters. Driven by a flurry of new product introductions
and advancements, growth in traditional carbonated soft drink sales is expected to remain flat (or decline slightly) while products
such as enhanced beverages are expected to rise. Stevia extracts have played a significant role in new product development in
this category.

Use in All-Natural Products

Stevia benefits from what appears to be
a widespread consumer belief that all-natural products are healthier than artificial products, particularly in the sweetener industry
where artificial high-intensity sweeteners have been subject to consumer health risk concerns. A Harris Poll in 2008 found that
three out of five Americans believe artificial sweeteners are only somewhat safe or not safe at all. Further, an August 2008 survey
by IFIC Food and Health reported that 43% to 45% of Americans said they wanted to use less aspartame, sucralose and saccharin.
Consumers are increasingly demanding healthier and more nutritious food and beverage products. Products with excessive levels
of sugar and high fructose corn syrup are increasingly being shunned, as are those fortified with synthetic or artificial low-calorie
sweeteners. Lower calorie products with natural ingredients are increasingly in demand. Growing consumer preference for all-natural
products, together with increasing rates of obesity and diabetes, have created significant demand for an all-natural, zero-calorie
sweetener alternative.

Stevia presents food and beverage companies
with the opportunity to offer consumers a healthier, natural alternative to nutritive and artificial sweeteners. In addition,
stevia extracts may be used in products claiming all-natural status, which is a significant factor for many consumers. In 2008,
all-natural was the most prevalent claim for new products launched. In fact, according to AC Nielsen, retail sales that year of
all-natural products in the United States were valued at more than $22 billion, which represents a 10% increase from 2007 and
a 37% increase since 2004.

Growth in Products Containing Stevia

According to Mintel's August 2009 report
“Stevia and other Natural Sweeteners,” more than 115 new food and beverage products containing stevia were launched
in the United States in the first seven months of 2009 by leading global food and beverage companies such as The Coca Cola Company,
Cargill, PepsiCo and Merisant Company. Recently introduced products that utilize stevia extract as a sweetener include Coca Cola
Company's Sprite®, Vitaminwater10™ and Odwalla® juices, PepsiCo's SoBe Lifewater® and Trop50, and Dr. Pepper
Snapple Group's launch of All Sport Naturally Zero. These products joined Cargill's tabletop sweetener TRUVIA™, Merisant
Company's tabletop sweetener PureVia™ and ZEVIA™ Cola, the first commercially produced cola beverage sweetened with
stevia.

Competition

Our goal is to establish ourselves as the
first major vertically integrated North American producer of stevia and stevia products. In addition to competition from producers
and distributors of sugar, high fructose corn syrup, artificial sweeteners and other natural sweeteners, our competitors include
national and international producers and distributors of stevia products. Each of these competitors is larger, more established
and has more resources than we do. In addition, major global companies are expected to enter the market as demand for stevia grows.

Currently, the largest producer of stevia-based
sweeteners is Cargill, Incorporated, an international producer and marketer of food, agricultural, financial and industrial products
and services that produces Truvia® tabletop sweetener, the leading stevia tabletop sweetener in the U.S. In early May 2011,
AC Nielsen reported that Truvia®, had surpassed Sweet N Low® to become the number two sugar substitute in the U.S., and
is now in more than five million U.S. households, accounting for 14% of the U.S. tabletop sugar substitute market. Another key
competitor, PureCircle, is a Malaysian based supplier of stevia for the PureVia™ tabletop stevia brand, which was developed
jointly by Merisant Company and PepsiCo, Inc. The acknowledged global leader in stevia production, PureCircle has contracts with
PepsiCo and Whole Earth Sweetener Co. L.L.C. to supply Reb A and an exclusive license to market Reb A 97 under the PureVia™
brand. PureCircle also has supplied Cargill with Reb A.

Other significant producers and distributers
of stevia include the following:

38

·

Blue California
is an ingredient
company based in
Southern California
with extraction
operations in China.
Blue California
offers a Reb A
97 product marketed
under the brand
Good & Sweet™.
The Reb A content
of this company’s
sweetener is 97%
or greater and
has GRAS status
for use of the
sweetener in various
foods and beverages.
Blue California
also has announced
its intention to
produce or extract
Reb A through methods
that utilize fermentation.

·

Corn Products
International has
a long-term agreement
with Morita Kagaku
Kogyo Co., Ltd.
of Japan for access
to its strain of
stevia. Morita
has been growing
stevia in Brazil
since 2007 and
marketing a high-grade
Reb A product called
Enliten, which
has GRAS status.
Corn Products International
has not yet launched
any stevia based
products.

·

GLG Life Tech
Corp. offers Rebpure™,
a Reb A 97 product.
GLG Life Tech has
also supplied Cargill
with high-grade
stevia extract
that has been used
in Truvia®
tabletop sweetener.

·

Evolva Holding
SA, a company in
Switzerland, is
involved in research
and development
related to the
production of stevia
through fermentation-based
methods. The company
states that it
uses biosynthetic
and evolutionary
technologies to
create and optimize
compounds and their
production routes.
Their website describes
that stevia research
is performed at
a site in Copenhagen
with development
activities in the
USA. In 2011, they
acquired a collaborator
company named Abunda
Nutrition, Inc.
that was California-based.

·

McNeil Nutritionals,
LLC, the maker
of Splenda, has
launched Sun Crystals
All-Natural Sweetener,
which combines
stevia with pure
cane sugar. According
to the company,
the product contains
five calories per
packet, and one
packet has the
same sweetness
as two teaspoons
of sugar.

·

Sunwin USA,
L.L.C. and Wild
Flavors filed GRAS
notices in September
2009. One is for
using Reb A as
a general purpose
sweetener in various
food categories.
Another is for
using purified
steviol glycosides
with Reb A and
stevioside as the
principal components
for use as a general-purpose
sweetener in various
food categories.

·

Sweet Green
Fields L.L.C. has
a stevia sweetener
in which Reb A
accounts for 97%
or more of the
content, with other
steviol glycosides
at 3% or less.
The FDA has indicated
that it has no
objections to the
sweetener for use
as a general purpose
sweetener in foods,
excluding meat
and poultry products.

·

Whole Earth
Sweetener Co. L.L.C.
has a stevia sweetener
with higher than
95% Reb A, with
limits for stevioside
of under 2% and
for steviol of
under 0.005%. The
FDA has indicated
that it has no
objections to the
GRAS status of
the sweetener for
use in various
foods and beverages.

·

Wisdom Natural
Brands has a stevia
sweetener with
Reb A and stevioside
accounting for
86% to 90% of the
steviol glycoside
content. Other
steviol glycosides,
including rebaudioside
C and dulcoside
A, may also be
present. The FDA
has indicated that
it has no objections
to the GRAS status
of this sweetener
for use as a general
purpose sweetener
in foods, excluding
meat and poultry
products and infant
formulas.

·

S&W Seed
Company has launched
a pilot program
to produce stevia
leaf as the source
of an all-natural,
non-caloric sweetener,
has performed the
planting and harvest
of more than 100
acres of stevia
in California,
and has obtained
a leaf supply agreement
with PureCircle.
S&W is a leader
in warm climate
alfalfa seed varieties,
including varieties
that can thrive
in poor, saline
soils.

·

Three companies
including NOW Foods,
Toyo Sugar, and
Daepyung Co., Ltd.
have filed for
or received GRAS
status in the United
States for stevia
extracts that use
industrial enzymes
as processing aids
that affect the
taste of steviol
glycosides. Each
of these companies
use an enzymatic
processing aid
that modifies steviol
glycosides obtained
through stevia
leaf extraction.
This processing
aid does not enable
the production
of steviol or steviol
glycosides from
other, lower-cost
starting materials,
and it does not
enable the directed
production of Reb
A, although it
does improve the
taste of crude
stevia extract
mixtures.

Government Regulation

Regulatory Approval of Stevia in Food and Beverage Markets

Stevia has been approved for use in food
and beverages in multiple markets around the world. Such approval is granted typically by a government body for the use of a refined
stevia extract, such as Reb A, for use in formulations of consumer products including food, beverages, and tabletop sweeteners.

In June 2008, the Joint Expert Committee
on Food Additives (“JECFA”), administered jointly by the United Nations’ World Health Organization and the Food
and Agricultural Organization, raised the acceptable daily intake level for stevia. Established in 1956 as an international scientific
committee that to evaluate food additives, JEFCA is now widely recognized as the leading authority in risk assessment of food
hazards. The committee has evaluated more than 1,500 food additives and established the main principles and guidelines of safety
assessment for chemicals in foods. JECFA published its approval of stevia after a decade of study, stating that, "95% steviol
glycosides are safe for human use in the range of four milligrams per kilogram of body weight per day". This doubled the
average daily intake level previously set by JECFA from earlier studies.

In the United States, the primary market
for our products, 25 or more stevia products have received GRAS approval, including Reb A products and also refined mixtures of
steviol glycosides. All of these products use traditional industry means for obtaining steviol glycosides, including the cultivation
of the stevia plant and extraction of steviol glycosides from the stevia leaf. Of these products, none appear to involve directed
production of steviol from lower-cost substrates using fermentation, enzymatic, or otherwise biotechnological processes. Certain
products appear to use industrial enzymes for use with leaf extraction, and three products appear to use industrial enzymes for
modification of steviol glycoside mixtures. No products appear to involve the directed production of Reb A, currently the industry-leading
steviol glycoside, from lower-cost substrates using fermentation, enzymatic, or otherwise biotechnological processes.

39

United States

On December 17, 2008, the FDA issued its
first no objection letter with respect to Reb A as a general purpose sweetener. Reb A 97 and Reb A 95 have been “generally
recognized as safe” and permitted for use as sweeteners for food and beverages in the United States. The ruling enabled
food and beverage companies to use stevia products containing Reb A in their products. Before the FDA’s approval, stevia
had only been permitted as a dietary supplement. There is now more than 10 stevia sweeteners for which there has been a GRAS notification
sent to the FDA and the FDA responded by issuing a no objection letter. This response indicates the FDA has no objection to the
company’s conclusion within the GRAS notification that the product is “generally recognized as safe” among qualified
experts for use in products such as beverages, foods, and tabletop sweeteners. When introducing new products containing stevia
in the United States, companies may submit such a GRAS notification letter to the FDA for their review, or alternatively they
may privately assert GRAS status through conducting internal reviews of their manufacturing process, product purity, and safety
data.

European Union

In July 2011, member governments of the
European Union approved the sale of natural sweeteners derived from the stevia plant for use in certain foodstuffs. The European
Commission formally adopted the regulation permitting the use of steviol glycosides as a sweetener for foods and beverages throughout
all 27 member states of the European Union. The regulation was published on November 12 in the Official Journal of the European
Union, thus becoming effective 20 days later, on December 2, 2011.

The government of France approved Reb A
97 for use as an ingredient in food and beverages in September 2009. France’s decision marked the first approval of Reb
A 97 in the European Union.

Australia and New Zealand

The Australian and New Zealand food and
safety regulatory body approved stevia for use as an ingredient in food and beverages in 2008. The approval was based on research
and data published by JECFA as well as studies conducted by the Plant Science Group at Central Queensland University and Australian
Stevia Mills.

Others

Other countries where stevia extracts have
been approved for use in food and beverages include China, Japan, Mexico, Brazil, and Paraguay.

Other Regulations

In addition to laws and regulations enforced
by the FDA and those related to the sale of stevia leaf or refined stevia extract, we are also subject to regulations under the
Occupational Safety and Health Act, the Environmental Protection Act, the Toxic Substances Control Act, the Resource Conservation
and Recovery Act and other present and potential future federal, state or local laws and regulations, as our research and development
may involve the controlled use of hazardous materials, chemicals, and compounds.

Because the Company seeks to produce
steviol glycosides using novel fermentation or biotechnological methods, these processing and production methods may be subject
to additional regulatory approvals, as compared to stevia products that are produced using known industry methods, if the methods
or substances used for stevia production have not received GRAS approval or if they are not otherwise exempt from premarket approval
by the FDA. For example, if the Company develops and intends to use novel reaction substrates, production microorganisms, or processing
enzymes that mimic the natural biosynthesis of the stevia plant, the Company may be required to obtain premarket approval and
to seek GRAS approval through a petition process for these novel substances used as processing aids or food additives. Section
409(b)(2) of the FDA Act prescribes the statutory requirements for food additive petitions, and these requirements are discussed
in further detail under title 21 of the Code of Federal Regulations (“CFR”), part 171.1. The eligibility requirements
for classification of a substance as GRAS are described under CFR 170.30 and for GRAS affirmation petitions in CFR 170.35. Such
additional approval process would involve a separate petition and review of any novel food additives or processing aids, and include
a necessary determination by qualified experts that the substance is safe for its intended use and that sufficient information
about the safety and use of the substance is widely known and publicly available.

Intellectual Property

The Company has exclusive and worldwide
rights to patents that are derived from a US patent application titled, “Compositions and methods for producing steviol
and steviol glycosides”, which were obtained through the Vineland License. The patent family includes an issued U.S. Patent
No. 7927851, an issued European Union Patent No. EP1897951B1, and a Canadian Patent No. 2580429. The patents relate to fermentation-based
production of stevia, methods that potentially bypass or greatly diminish the need for stevia farming and leaf production. The
Vineland License has an initial term of 10 years and may be renewed by us for additional two-year terms until all licensed patents
have expired, which is March 19, 2027 for U.S. Patent No. 7927851, March 20, 2027 for European Union Patent No. EP1897951B1, and
March 21, 2027 for Canadian Patent No. 2580429.

Employees

We currently have two full-time employees
and three part-time employees. We expect to increase the number of our employees as we increase our operations.

Environmental Law Compliance

Our agricultural operations will be subject
to a broad range of evolving environmental laws and regulations. These laws and regulations include the Clean Air Act, the Clean
Water Act, the Resource Conservation and Recovery Act, the Federal Insecticide, Fungicide and Rodenticide Act and the Comprehensive
Environmental Response, Compensation and Liability Act. These environmental laws and regulations are intended to address concerns
related to air quality, storm water discharge and management and disposal of agricultural chemicals relating to agricultural practices.
We anticipate that any pesticide or agricultural chemicals used will be managed by trained individuals, certified and licensed
through the California Department of Pesticide Regulation. Compliance with these laws is not expected to have a material effect
on our capital expenditures, however we cannot be certain that in the future the cost of compliance with environmental laws and
regulations will not be material. Moreover, it is possible that future developments, such as increasingly strict environmental
laws and enforcement policies thereunder, and further restrictions on the use of agricultural chemicals, could result in increased
compliance costs.

40

Research and Development

We began engaging in research and development
activities related to the cultivation and harvest of stevia leaf during the fourth quarter of our fiscal year ended March 31,
2012. During the fiscal years ended March 31, 2011 and 2012 we did not incur any expenses that were allocated directly to these
activities.

Properties

We currently
lease office and laboratory space at 5225 Carlson Rd., Yuba City, California 95993. Our current lease agreement for that space,
which supersedes and replaces the commercial lease agreement we previously entered for space at the same location, expires on
May 1, 2017 and our rent payments thereunder are $2,300 per month.

Additionally, we currently lease approximately
1,000 acres of land in Sutter County, California that we may use for either the cultivation and harvesting of the stevia plant
or the location of stevia processing facilities. Our lease agreement for that land expires on May 1, 2014 and we have pre-paid
the aggregate amount of our rent payments thereunder, totaling $250,000.

We believe that our current facilities
and land will be adequate for our needs for the next 12 months, although we may lease additional land for the conduct of stevia
field trials.

41

DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is certain information
regarding our directors and executive officers as of the date of this prospectus:

Name

Position

Age

Director Since

Dr. Avtar Dhillon (2)(3)(4)

Chairman of the Board of Directors

51

August 2011

Dr. Anthony Maida III (1)(2)(3)

Director

60

March 2012

Robert Brooke

Chief Executive Officer and Director

32

January 2012

(1) Member of Audit Committee

(2) Member of Compensation Committee

(3) Member of Nominating and Corporate Governance Committee

(4) Member of Financing Committee

Business Experience

The following is a brief account of the
education and business experience of our current directors and executive officers:

Dr. Avtar Dhillon
has served as the Chairman of our Board of Directors since January 31, 2012 and has served as a director since August 17, 2011.
Dr. Dhillon also served as our Interim Principal Executive and Financial Officer from August 17, 2011 until January 31, 2012.
Dr. Dhillon has served as Chairman of the Board of Directors of OncoSec Medical Incorporated (OTCBB: ONCS) since March 2011. Dr.
Dhillon served as President and Chief Executive Officer of Inovio Pharmaceuticals, Inc. (formerly Inovio Biomedical Corporation)
(NYSE Amex: INO) from October 2001 to June 2009, as President and Chairman of Inovio from June 2009 until October 2009, as Executive
Chairman until August 2011, and as Chairman from September 2011. During his tenure at Inovio, Dr. Dhillon led the successfully
turnaround of the company through a restructuring, acquisition of technology from several European and North American companies,
and a merger with VGX Pharmaceuticals to develop a vertically integrated DNA vaccine development company. Dr. Dhillon led nine
successful financings for Inovio and concluded several licensing deals that included multinational companies, Merck and Wyeth
(now Pfizer). Prior to joining Inovio, Dr. Dhillon held roles of increasing responsibility with MDS Capital Corp. (now Lumira
Capital Corp.), one of North America's leading healthcare venture capital organizations, from the period of August 1998 until
September 2001. In July 1989, Dr. Dhillon started a medical clinic and subsequently practiced family medicine for over 12 years
until September 2001. Dr. Dhillon has been instrumental in successfully turning around struggling companies and influential as
an active member in the biotech community. From March 1997 to July 1998, Dr. Dhillon was a consultant to CardiomePharma Corp.
("Cardiome"), a biotechnology company listed on the Toronto Stock Exchange and NASDAQ. While at Cardiome, Dr. Dhillon
led a turnaround based on three pivotal financings, establishing a clinical development strategy, and procuring a new management
team. In his role as a founder and board member of companies, Dr. Dhillon has been involved in several early stage healthcare
focused companies listed on the Toronto Stock Exchange and TSX Venture Exchange, which have successfully matured through advances
in their development pipeline and subsequent merger and acquisition transactions. He was a founding board member in February 2004
of Protox Therapeutics, Inc., now a publicly traded specialty pharmaceutical company known as Sophiris Bio Inc. Dr. Dhillon maintained
his board position until the execution of a financing with Warburg Pincus in November 2010. Dr. Dhillon currently sits on the
Board of Directors of BC Advantage Funds, the largest venture capital corporation in British Columbia, and has held this role
since November 2003. Dr. Dhillon brings extensive experience in biotechnology companies to our Board of Directors, as well as
significant experience with obtaining financing and pursuing and completing strategic transactions. He has valuable experience
serving on the Board of Directors of other publicly traded and privately held companies.

42

Dr. Anthony Maida, III joined
our Board of Directors in March 2012. Dr. Maida has served on the Board of Directors of OncoSec Medical Incorporated since June
2011 and currently serves as the Chair of its Audit Committee and as a member of its Nominating and Corporate Governance Committee.
Dr. Maida has served on the Board of Directors of Spectrum Pharmaceuticals, Inc. (NASDAQ GS: SPPI) since December 2003 and currently
serves as the Chair of its Audit Committee and a member of its Compensation Committee, Placement Committee, Nominating and Corporate
Governance Committee and Product Acquisition Committee. He is currently Chief Operating Officer (from June 2011) at Northwest
Biotherapeutics, Inc., a company focused on the development of therapeutic DC cell based vaccines to treat patients with cancer.
Dr. Maida has been the acting Chairman (from March 2003) of DendriTherapeutics, Inc., a startup company focused on the clinical
development of therapeutic vaccines for patients with cancer, since 2003. He has served as Chairman, Founder and Director (from
November 1999 to March 2011) of BioConsul Drug Development Corporation and currently serves as Principal ofAnthony Maida Consulting
International (since September 1999), providing consulting services to large and small biopharmaceutical firms in the clinical
development of oncology products and product acquisitions and to venture capital firms evaluating life science investment opportunities.
Recently Dr. Maida was Vice President of Clinical Research and General Manager, Oncology, world-wide (from August 2010 to June
2011) for PharmaNet, Inc. He served as the President and Chief Executive Officer of Replicon NeuroTherapeutics, Inc., a biopharmaceutical
company focused on the therapy of patients with tumors (both primary and metastatic) of the central nervous system, where he successfully
raised financing from both venture capital and strategic investors and was responsible for all financial and operational aspects
of the company, from June 2001 to July 2003. He was also President (from December 2000 to December 2001) of CancerVax Corporation,
a biotechnology company dedicated to the treatment of cancer. He has been a speaker at industry conferences and is a member of
the American Society of Clinical Oncology, the American Association for Cancer Research, the Society of Neuro-Oncology and the
International Society for Biological Therapy of Cancer. Dr. Maida received a B.A. in History from Santa Clara University in 1975,
a B.A. in Biology from San Jose State University in 1977, an M.B.A. from Santa Clara University in 1978, an M.A. in Toxicology
from San Jose State University in 1986 and a Ph.D. in Immunology from the University of California in 2010. Dr. Maida brings to
the Board significant practical experience in agriculture. We believe that his financial and operational experience in our industry
will provide important resources to our Board.

Robert Brooke has served
as a director and our Chief Executive Officer since January 31, 2012, and previously served as our Vice President of Business
Development beginning in October 2011. Mr. Brooke is a founder of Genesis Biopharma, Inc. (OTCBB: GNBP.OB), a cancer drug development
company, where he served as Director, President and Chief Executive Officer from March 2010 until February 2011. Mr. Brooke is
also the founder of Percipio Biosciences, Inc., a privately held research diagnostics company that manufactures and distributes
products related to oxidative stress research, and has served as its President, on a limited part-time basis, since 2008. From
2004 to 2008, he was an analyst with Bristol Capital Advisors, LLC, investment manager to Bristol Investment Fund, Ltd. During
this period, Bristol financed over 60 public healthcare and life science companies and was listed by The PIPEs Report in 2005
as being the most active investor in private placements by public biotechnology companies. Mr. Brooke earned a B.S. in Electrical
Engineering from Georgia Tech in 2003 and a M.S. in Biomedical Engineering from UCLA in 2005. Mr. Brooke provides our Board of
Directors with public and private capital raising experience, as well as experience in leading early stage biotechnology companies.

Term of Office

Under our Bylaws, our directors will
serve until the next annual meeting of stockholders or until their successor has been duly elected and qualified, or until their
earlier death, resignation or removal. Although to date we have not held an annual meeting of stockholders, we expect to do so
in the first half of 2013.

43

Committees of the Board of Directors

On August 24, 2012, our Board of Directors
established an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee, and a Finance Committee,
each of which has the composition and responsibilities described below. We did not have any standing committees during the fiscal
year ended March 31, 2012.

Audit Committee

The Audit Committee of our Board of Directors
consists of only Dr. Maida, who serves as Chairman. Our Board of Directors has determined that the sole member of our Audit Committee
is independent within the meaning of applicable Securities and Exchange Commission rules and Nasdaq
Marketplace Rules, and has determined that Dr. Maida is an audit committee financial expert, as such term is defined in
the rules and regulations of the SEC, and is financially sophisticated within the meaning of the Nasdaq
Marketplace Rules. The Audit Committee has oversight responsibilities regarding, among other things: the preparation of
our financial statements and our financial reporting and disclosure processes; the administration, maintenance and review of our
system of internal controls regarding accounting compliance; our practices and processes relating to internal audits of our financial
statements; the appointment of our independent registered public accounting firm and the review of its qualifications and independence;
the review of reports, written statements and letters from our independent registered public accounting firm; and our compliance
with legal and regulatory requirements in connection with the foregoing. Our Board of Directors has adopted a written charter for
our audit committee, which is available on our website, www.steviafirst.com.

Compensation Committee

The Compensation Committee of our Board
of Directors consists of Dr. Dhillon and Dr. Maida, with Dr. Dhillon serving as Chairman. Our Board of Directors has also determined
that each of the members of our Compensation Committee is independent within the meaning of applicable Nasdaq
Marketplace Rules. The duties of our Compensation Committee include, without limitation: reviewing, approving and administering
compensation programs and arrangements to ensure that they are effective in attracting and retaining key employees and reinforcing
business strategies and objectives; determining the objectives of our executive officer compensation programs and the specific
objectives relating to CEO compensation, including evaluating the performance of the CEO in light of those objectives; approving
the compensation of our other executive officers and our directors; administering our as-in-effect incentive-compensation and equity-based
plans; and producing an annual report on executive officer compensation for inclusion in our proxy statement, when required and
in accordance with applicable rules and regulations. Our Board of Directors has adopted a written charter for our compensation
committee, which is available on our website, www.steviafirst.com.

Nominating and Corporate Governance
Committee

The Nominating and Corporate Governance
Committee of our Board of Directors consists of Dr. Dhillon and Dr. Maida, with Dr. Dhillon serving as Chairman. Our Board of Directors
has also determined that each of the members of our Nominating and Corporate Governance Committee is independent within the meaning
of applicable Nasdaq Marketplace Rules. The responsibilities of the Nominating and Corporate
Governance Committee include, without limitation: assisting in the identification of nominees for election to our Board of Directors,
consistent with approved qualifications and criteria; determining the composition of the Board of Directors and its committees;
recommending to the Board of Directors the director nominees for the annual meeting of stockholders; establishing and monitoring
a process of assessing the effectiveness of the Board of Directors; developing and overseeing a set of corporate governance guidelines
and procedures; and overseeing the evaluation of our directors and executive officers. Our Board of Directors has adopted a written
charter for our nominating and corporate governance committee, which is available on our website, www.steviafirst.com.

Financing Committee

Dr. Avtar Dhillon is the Chairman
and sole member of our Financing Committee. The Financing Committee does not currently have a charter. The Financing Committee
has responsibilities relating to our efforts to obtain adequate funding to finance our development programs and operations.

Family Relationships

No family relationships exist between any
of the directors or executive officers of our company.

44

EXECUTIVE
COMPENSATION

The following table summarizes all compensation
recorded by us in each of the fiscal years ended March 31, 2012 and March 31, 2011 for (i) our current principal executive and
financial officer, (ii) our former principal executive and financial officers and (iii) our next most highly compensated executive
officer other than our principal executive officer and principal financial officer serving as an executive officer at the end
of fiscal year 2012 and whose total compensation exceeded $100,000 in fiscal year 2012 (none).

(1) Reflects the dollar amount of the grant date fair value
of awards granted during the respective fiscal years, measured in accordance with Accounting Standards Codification Topic 718
and without adjustment for estimated forfeitures. The underlying stock price used by the Company in computing the fair value of
the options was an estimate of the stock price per share agreed to by a third-party investor in a financing agreement dated February
7, 2012.

(2) Mr. Chen served as a director and as our President,
Chief Executive Officer, Secretary and Treasurer from our incorporation on February 8, 2008 until his resignation on August 17,
2011. Mr. Chen received no compensation for his services as an officer and director during the fiscal year ended March 31, 2012.
However, Mr. Chen received $5,000 in consulting fees during the fiscal year ended March 31, 2011 and $6,000 in consulting fees
during the fiscal year ended March 31, 2012.

(3) Dr. Dhillon served as our Interim Principal Executive and
Financial Officer from August 17, 2011 until the appointment of Mr. Brooke on January 31, 2012. Dr. Dhillon received no compensation
for his services as Interim Principal Executive and Financial Officer. Dr. Dhillon has served as a director since August 17, 2011
and as Chairman of Our Board of Directors since January 31, 2012. On February 23, 2012, in consideration for his services as a
director and as Chairman, Dr. Dhillon was granted an option to purchase 500,000 shares of common stock with an exercise price
of $0.10 per share. The option vests in full on April 1, 2012.

(4) Mr. Brooke was appointed as our Chief Executive Officer
on January 31, 2012. He previously served as our Vice President, Business Development in October 2011. Concurrently with his appointment
as Chief Executive Officer, he was also appointed principal financial and accounting officer.

Employment Agreements

On January 31, 2012, our Board of Directors
appointed Robert Brooke as our Chief Executive Officer, Secretary, Treasurer, and director. On January 31, 2011, we entered into
an Executive Employment Agreement with Mr. Brooke. Under the agreement, Mr. Brooke will receive an initial annual base salary
of $100,000 and will be eligible to participate in the benefits made generally available to similarly-situated executives. The
agreement further provides that if Mr. Brooke is terminated other than for cause, death or disability, he is entitled to receive
severance payments equal to six months of his base salary. If Mr. Brooke terminates his employment with us with good reason following
a change of control, Mr. Brooke is entitled to receive severance payments equal to 12 months of his base salary. Severance payments
will be reduced by any remuneration paid to Mr. Brooke because of Mr. Brooke’s employment or self-employment during the
applicable severance period. The Executive Employment Agreement has an initial term of two years.

Under the Executive Employment Agreement,
termination for “good reason” means a termination by Mr. Brooke following the occurrence of any of the following events
without Mr. Brooke’s consent within six months of a change of control: (a) a change in Mr. Brooke’s position that
materially reduces his level of responsibility; (b) a material reduction in Mr. Brooke’s base salary, except for reductions
that are comparable to reductions generally applicable to similarly situated executives of the Company; and (c) relocation of
Mr. Brooke’s principal place of employment more than 25 miles. The term “change of control” is defined as a
change in ownership or control of the Company effected through a merger, consolidation or acquisition by any person or related
group of persons (other than an acquisition by the Company, a Company-sponsored employee benefit plan or by a person or persons
that directly or indirectly controls, is controlled by, or is under common control with, the Company) of beneficial ownership
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of securities possessing more than 50% of the total
combined voting power of the outstanding securities of the Company.

45

Outstanding Equity Awards at March 31, 2012

Option Awards

Name

Number of Securities Underlying Unexercised Options-(#) Exercisable

Number of Securities Underlying Unexercised Options-(#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Dr. Avtar Dhillon

-

500,000

(1)

$

0.10

2/23/2022

-

-

Robert Brooke

-

-

-

-

Tao Chen

-

-

________________________

(1) Represents an option to purchase 500,000
shares of our common stock granted to Dr. Dhillon under our 2012 Stock Incentive Plan on February 23, 2012. The option has an
exercise price of $0.10 and vests in full on April 1, 2012. Dr. Dhillon received the grant in connection with his service as our
director and did not receive any grants during his tenure as our Interim Principal Executive and Financial Officer.

Option Grants and Exercises

As of March 31, 2012, there were no option
grants or exercises by our named executive officer listed in the Summary Compensation Table above.

Compensation of Directors

We have no formal plan for compensating
our directors for service in their capacities as director, although directors are entitled to reimbursement for reasonable travel
and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors.

Director Compensation Table

Dr. Maida served as our sole non-employee
director during the fiscal year ended March 31, 2012. No compensation was paid to Dr. Maida for his services as director during
the fiscal year ended March 31, 2012. Dr. Avtar Dhillon, the Chairman of our Board of Directors, served as our Interim Principal
Executive and Interim Financial Officer from August 17, 2011 until January 31, 2012 and is a named executive officer. Dr. Dhillon
received no cash compensation for his services as an executive officer. On February 23, 2012, we granted to Dr. Dhillon an option
to purchase 500,000 shares of common stock with an exercise price of $0.10 per share. The options are exercisable in full on April
1, 2012. This grant and any other amounts received by Dr. Dhillon during the fiscal years ended March 31, 2011 and 2012 are reflected
in the Summary Compensation Table. In addition, on April 25, 2012, Dr. Dhillon was granted an option to purchase 100,000 shares
of common stock with an exercise price of $0.21 and a ten year term. The option vests over a one year period, as follows: 25%
of the date of grant, and 25% quarterly thereafter.

Tao Chen served as a director and as
our President, Chief Executive Officer, Secretary and Treasurer from our incorporation on February 8, 2008 until August 17, 2011,
and is a named executive officer. Amounts received by Mr. Chen for his services as a named executive officer and director during
the fiscal years ended March 31, 2012 and 2011 are reflected in the Summary Compensation Table.

On April 23, 2012, we entered into a lease
agreement with One World Ranches LLC pursuant to which we lease from One World Ranches LLC certain office and laboratory space
located at the address of our principal executive offices. That lease agreement, which supersedes and replaces the commercial
lease agreement we previously entered for office and laboratory space at the same location, commenced on May 1, 2012 and expires
on May 1, 2017, and our rent payments thereunder are $2,300 per month.

Also on April 23, 2012, we entered into
a lease agreement with Sutter Buttes LLC pursuant to which we lease from Sutter Buttes LLC approximately 1,000 acres of land in
Sutter County, California on which we may either cultivate and harvest the stevia plant or locate stevia processing facilities.
That lease agreement commenced on May 1, 2012 and expires on May 1, 2014, and we have pre-paid the aggregate amount of all rent
payments thereunder, totaling $250,000.

One World Ranches LLC and Sutter Buttes
LLC, the owners of the property we lease and the landlords under the lease agreements, are jointly-owned by Dr. Avtar Dhillon,
the Chairman of our Board of Directors, and his wife, Diljit Bains. Both of the lease agreements were approved by our Board of
Directors,with Dr. Avtar Dhillon abstaining from voting.

On August 18, 2012, the Company entered
into a lease agreement with Sacramento Valley Real Estate, which is jointly-owned by Dr. Avtar Dhillon, the Chairman of the Board
of Directors of the Company, and his wife, Diljit Bains, pursuant to which the Company has agreed to lease space located at 33-800
Clark Avenue, Yuba City, California. The month to month lease began on August 20, 2012 and the Company’s rent payment is
$1,000 per month. On August 22, 2012, the Company paid $1,000 as a refundable security deposit under the Sacramento lease.

During the fiscal years ended March
31, 2011 and 2012, we paid consulting fees to Tao Chen, the Company’s former Chief Executive Officer, in the amount of $5,000
and $6,000, respectively.

Except as described above, during the fiscal
years ended March 31, 2010, 2011 and 2012, and through the filing of this prospectus, there have been no transactions, and there
are no currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds the lesser
of $120,000 or one percent of the average of our total assets at year end for the last three completed fiscal years and in which
any related person had or will have a direct or indirect material interest.

Director Independence

Our Board of Directors has determined that
Dr. Anthony Maida and Dr. Avtar Dhillon would qualify as “independent” as that term is defined by Nasdaq Marketplace
Rule 5605(a)(2). Mr. Robert Brooke would not qualify as “independent” because he currently serves as our Chief Executive
Officer. Mr. Tao Chen did not qualify as “independent” during fiscal 2011 because he served as our Chief Executive
Officer and Chief Financial Officer during that period. In addition, Dr. Dhillon served as our Interim Chief Executive Officer
and Interim Chief Financial Officer during fiscal 2011 and participated in the preparation of our financial statements during
that time. As a result, Dr. Dhillon would not be considered independent for purposes of membership on an audit committee under
Nasdaq Marketplace Rules.

The following table sets forth certain information
regarding the beneficial ownership of our common stock by (i) each person who, to our knowledge, owns more than 5% of our common
stock, (ii) each of our directors and named executive officers, and (iii) all of our current executive officers and directors as
a group. Unless otherwise indicated in the footnotes to the following table, the address of each person named in the table is:
c/o Stevia First Corp., 5225 Carlson Rd., Yuba City, CA 95993. Shares of our common stock subject to options, warrants, convertible
notes or other rights currently exercisable or exercisable within 60 days of November 27, 2012, are deemed to be beneficially owned
and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights,
but are not deemed outstanding for computing the percentage of any other person.

Name of Beneficial Owner

Number
of Shares Beneficially Owned

Percentage
Beneficially Owned (1)

Directors and Named Executive Officers:

Dr. Avtar Dhillon

5,650,000

10.3

%

Dr. Anthony Maida, III

100,000

0.2

%

Robert Brooke

2,572,500

4.7

%

Tao Chen (2)

-

*

Current Directors and Executive Officers as a Group
(3 persons)

8,322,500

15.2

%

*Less than 1%

(1)

Based
on
54,674,824
shares
of
our
common
stock
issued
and
outstanding
as
of
January
29,
2013.
Except
as
otherwise
indicated,
we
believe
that
the
beneficial
owners
of
the
common
stock
listed
above,
based
on
information
furnished
by
such
owners,
have
sole
investment
and
voting
power
with
respect
to
such
shares,
subject
to
community
property
laws
where
applicable.
Beneficial
ownership
is
determined
in
accordance
with
the
rules
of
the
SEC
and
generally
includes
voting
or
investment
power
with
respect
to
securities.

(2)

Mr. Chen was our sole
named executive officer
and director during our
fiscal year ended March
31, 2011. His employment
with us terminated and
he resigned as a director
in August 2011, following
the private sale of his
shares of our common stock
to Dr. Dhillon.

LEGAL
MATTERS

The validity of the common stock being
offered hereby will be passed upon for us by McDonald Carano Wilson LLP, Reno, Nevada.

EXPERTS

Weinberg & Company, P.A., an independent registered public accounting firm, has audited our consolidated
financial statements for the fiscal years ended March 31, 2012 and March 31, 2011, as stated in its reports appearing herein, and
such audited consolidated financial statements have been so included in reliance upon the report of such firm given upon its authority
as experts in accounting and auditing.

WHERE
YOU CAN FIND MORE INFORMATION

We file annual reports, quarterly reports,
current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). You may
read or obtain a copy of these reports at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549,
on official business days during the hours of 10:00 am to 3:00 pm. You may obtain information on the operation of the public reference
room and its copy charges by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains registration statements,
reports, proxy information statements and other information regarding registrants that file electronically with the SEC, which
are available free of charge. The address of the website is http://www.sec.gov.

48

We have filed with the SEC a registration
statement on Form S-1 under the Securities Act with respect to the shares of common stock and warrants being offered by this prospectus.
This prospectus is part of that registration statement. This prospectus does not contain all of the information set forth in the
registration statement or the exhibits to the registration statement. For further information with respect to us and the shares
we are offering pursuant to this prospectus, you should refer to the registration statement and its exhibits. Statements contained
in this prospectus as to the contents of any contract, agreement or other document referred to are not necessarily complete, and
you should refer to the copy of that contract or other documents filed as an exhibit to the registration statement. You may read
or obtain a copy of the registration statement at the SEC’s public reference room and website referred to above.

Consolidated Balance Sheets as of the Fiscal Year Ended March 31, 2012 and 2011

F-3

Consolidated Statements of Operations for the Fiscal Years Ended March 31, 2012 and 2011

F-4

Consolidated Statement of Stockholders’ Equity (Deficit) for the Fiscal Years Ended March 31, 2012 and 2011

F-5

Consolidated Statements of Cash Flows for the Fiscal Years Ended March 31, 2012 and 201 1

F-6

Notes to Consolidated Financial Statements for the Fiscal Years Ended March 31, 2012 and 2011

F-7

Unaudited Consolidated Balance Sheets as of September 30, 2012 (unaudited) and March 31, 2012

F-13

Unaudited Consolidated Statements of Operations for the Three and Six Months Ended September 30, 2012 and 2011 .

F-14

Unaudited Consolidated Statements of Stockholders’ Equity (Deficit) for the Period From Inception (July 1, 2007) to September 30, 2012

F-15

Unaudited Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2012 and 2011

F-16

Notes to Consolidated Financial Statements for the Three and Six Months Ended September 30, 2012 and 2011 .

F-17

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Directors

Stevia First Corp.

(Formerly Legend Mining, Inc.)

(A Development Stage Company)

Yuba City, California

We have audited the accompanying balance
sheets of Stevia First Corp. (formerly Legend Mining, Inc.), a development stage company, (the “Company”) as of March
31, 2012 and 2011, and the related statements of operations, stockholders’ deficiency and cash flows for the years then ended
and for the period July 1, 2007 (inception) to March 31, 2012. These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is
not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide
reasonable basis for our opinion.

In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2012 and 2011,
and the results of its operations and its cash flows for the years then ended and for the period July 1, 2007 (inception) to March
31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company had a stockholders’ deficiency and has experienced recurring operating losses and negative operating cash flows since
inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s
plans in regard to these matters are also described in Note 1 to the financial statements. The accompanying financial statements
do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the
amounts and classifications of liabilities that might result from the outcome of this uncertainty.

Weinberg & Company, P.A.

Los Angeles, California

November 5, 2012

F-2

STEVIA FIRST CORP

(FORMERLY LEGEND MINING INC)

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

Assets

March 31,

March 31,

2012

2011

Current Assets

Cash

$

532,206

$

10,596

Security Deposit

1,500

-

Prepaid Expense

1,200

862

Total Current Assets

534,906

11,458

Total Assets

$

534,906

$

11,458

Liabilities
and Stockholders' Deficiency

Current Liabilities

Accounts payable and accrued liabilities

$

79,762

$

8,148

Accounts Payable - Related Party

10,921

1,000

Notes Payable

196,800

81,800

Accrued Interest

19,130

5,772

Total Current Liabilities

306,613

96,720

Notes Payable, Convertible, long term

450,000

-

Less discount

(172,476

)

-

Notes Payable, Convertible, long term, net of discount

277,524

-

Total liabilities

584,137

96,720

Stockholders' Deficiency

Common stock, par value $0.001 per share;

525,000,000 shares authorized; 51,650,000 and

51,450,000 shares issued and outstanding

51,650

51,450

Additional paid-in-capital

1,330,634

(26,450

)

Deficit accumulated during the development stage

(1,431,515

)

(110,262

)

Total stockholders' deficiency

(49,231

)

(85,262

)

Total liabilities and stockholders'
deficiency

$

534,906

$

11,458

The Accompanying Notes are an Integral Part of These Financial Statements

F-3

STEVIA FIRST CORP

(FORMERLY LEGEND MINING INC)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

From July 1,

2007

Twelve Months Ended

(Inception) to

March 31,

March 31,

2012

2011

2012

Revenues

$

-

$

-

$

-

Operating Expenses:

General and Administrative

1,127,402

1,137

1,129,180

Leasehold Impairment Expense

38,091

-

38,091

Mineral Properties

0

0

12,228

Professional fees

120,437

25,582

205,920

Related Party Rent

8,500

0

8,500

Related Party Consulting Fee

6,000

5,000

11,000

Loss from operations

(1,300,430

)

(31,719

)

(1,404,919

)

Other expenses

Foreign currency translation

(2,523

)

-

(2,523

)

Interest expense

(18,300

)

(3,556

)

(24,073

)

Net loss

$

(1,321,253

)

$

(35,275

)

$

(1,431,515

)

Loss per share - Basic and diluted

$

(0.03

)

$

(0.00

)

Weighted Average Number of Common

Shares Outstanding

51,451,096

51,450,000

The Accompanying Notes are an Integral Part of These Financial Statements

F-4

STEVIA FIRST CORP

(FORMERLY LEGEND MINING INC)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)

Deficit

accumulated

Additional

During the

Common Stock

Paid-in-

exploration

Description

Shares

Amount

Capital

Stage

Total

Balance- July 1, 2007

-

$

-

$

-

$

-

$

-

November 28, 2007

Subscribed for cash

at $0.0001

31,500,000

31,500

(27,000

)

-

4,500

December 18, 2007

Subscribed for cash

at $0.0001

11,200,000

11,200

(3,200

)

-

8,000

January 18, 2008

Subscribed for cash

at $0.0001

8,750,000

8,750

3,750

-

12,500

Net loss

-

-

-

(8,583

)

(8,583

)

Balance- March 31, 2008

51,450,000

51,450

(26,450

)

(8,583

)

16,417

Net loss

-

0

0

(38,112

)

(38,112

)

Balance- March 31, 2009

51,450,000

51,450

(26,450

)

(46,695

)

(21,695

)

Net loss

-

-

-

(28,292

)

(28,292

)

Balance- March 31, 2010

51,450,000

51,450

(26,450

)

(74,987

)

(49,987

)

Net loss

-

-

-

(35,275

)

(35,275

)

Balance- March 31, 2011

51,450,000

51,450

(26,450

)

(110,262

)

(85,262

)

Subscribed for cash at $1.00

200,000

200

199,800

-

200,000

Beneficial Conversion Feature of convertible Debt

-

-

177,404

-

177,404

Stock based compensation

-

-

979,880

-

979,880

Net loss

(1,321,253

)

(1,321,253

)

Balance- March 31, 2012

51,650,000

$

51,650

$

1,330,634

$

(1,431,515

)

$

(49,231

)

The Accompanying Notes are an
Integral Part of These Financial Statements.

F-5

STEVIA FIRST CORP

(FORMERLY LEGEND MINING INC)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

From July 1, 2007

Twelve Months Ended

(Inception) to

March
31,

March
31,

2012

2011

2012

Operating activities

Net loss

$

(1,321,253

)

$

(35,275

)

$

(1,431,515

)

Adjustments to reconcile net loss to net
cash

Expenses paid on behalf of the Company by third
party

-

5,000

5,000

Stock based compensation

979,880

-

979,880

Amortization of note discount

4,928

-

4,928

Prepaid expense

(338

)

(862

)

(1,200

)

Accrued interest

13,358

3,555

19,130

Accounts payable - Related Party

9,921

-

10,921

Accounts payable and accrued
liabilities

71,614

1,462

74,762

Net Cash Used in Operating
Activities

(241,890

)

(26,120

)

(338,094

)

Financing activities

Notes payable from third party

115,000

35,000

196,800

Notes payable, convertible

450,000

-

450,000

Shares subscribed for cash

200,000

-

225,000

Net Cash Provided by Financing
Activities

765,000

35,000

871,800

Investing activities

Security deposit

(1,500

)

-

(1,500

)

Net Cash Used in Investing
Activities

(1,500

)

-

(1,500

)

Net increase in cash

521,610

8,880

532,206

Cash and Cash Equivalent
- Beginning of Period

10,596

1,716

-

Cash and Cash Equivalent
- End of Period

$

532,206

$

10,596

$

532,206

Supplemental Disclosure of Cash Flow Information:

Cash paid during the period for:

Interest

$

-

$

-

$

-

Income taxes

$

-

$

-

$

-

Non-Cash Activities:

Loan (expenses paid on behalf
of the Company by third party)

$

-

$

5,000

$

5,000

Beneficial Conversion of
Convertible Notes Recorded as Note Discount

$

177,404

$

-

$

177,404

The Accompanying Notes are an Integral
Part of These Financial Statements.

F-6

STEVIA FIRST CORP.

(Formerly Legend Mining Inc.)

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS FOR THE
YEARS ENDED

MARCH 31, 2012 AND 2011

1. BUSINESS AND BASIS OF OPERATIONS

Stevia First Corp. (the “Company”, “we”,
“us” or “our”) formerly Legend Mining Inc., was incorporated under the laws of the State of Nevada on June
29, 2007. During the period from July 1, 2007 (inception) to June 30, 2011, the Company commenced operations by issuing shares
and acquiring a mineral property located in the Province of Saskatchewan, Canada. The Company was unable to keep the mineral claim
in good standing due to lack of funding, and accordingly its interest in it has expired. On October 10, 2011, the Company completed
a merger with its wholly-owned subsidiary, Stevia First Corp., whereby it changed its name from “Legend Mining Inc.”
to “Stevia First Corp.” In connection with a related change in management, the addition of key personnel, and the lease
of property for laboratory and office space in California, the Company is now pursuing its new business as an agricultural biotechnology
company engaged in the cultivation and harvest of stevia leaf and the development of stevia products. The Company has not
produced any revenues and is considered a development stage company. The Company's fiscal year end is March 31.

Going Concern

These financial statements have been prepared on a going concern
basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business
for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,431,515
as at March 31, 2012, and further losses are anticipated in the development of its business raising substantial doubt about the
Company's ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent upon
the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come due. Management believes that it has sufficient cash
to fund operations for at least one year. Management intends to finance operating costs over the next twelve months with existing
cash on hand, loans and private placements of equity or debt securities. There is no assurance that the Company will be able to
obtain further loans, or that the Company will be able to raise sufficient funds through private placements or otherwise.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally
accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

F-7

It is management's opinion that all adjustments necessary for
the fair statement of the results for the interim period have been made. All adjustments are of normal recurring nature, or a description
is included in these notes of the nature and amount of any adjustments other than normal recurring adjustments.

Fair Value of Financial Instruments

The carrying value of cash and accounts payable and accrued
liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company follows the liability method of accounting for income
taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable
to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The
effect on deferred income tax assets and liabilities of a change in tax rates is recognized as income (loss) in the period that
includes the enactment date.

Stock-Based Compensation

The Company periodically issues stock options and warrants to
employees and non-employees in capital raising transactions, for services and for financing costs. The Company accounts for share-based
payments under the guidance as set forth in the Share-Based Payment Topic of the FASB Accounting Standards Codification (“ASC”),
which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers,
directors, and consultants, including employee stock options, based on estimated fair values. The Company estimates the fair value
of share-based payment awards to employees and directors on the date of grant using an option-pricing model, and the value of the
portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company's
Statements of Operations. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance
with the authoritative guidance whereas the value of the stock compensation is based upon the measurement date as determined at
either a) the date at which a performance commitment is reached, or b) the date at which the necessary performance to earn the
equity instruments is complete. Stock-based compensation is based on awards ultimately expected to vest and is reduced for estimated
forfeitures. Forfeitures are estimated at the time of grant and revised, as necessary, in subsequent periods if actual forfeitures
differ from those estimates.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with ASC 260,
“Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement
of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number
of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding
during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

F-8

As of March 31, 2012, the Company has no potential dilutive
instruments and accordingly basic loss and diluted loss per share are the same. Options to acquire 2,100,000 shares of common stock
at March 31, 2012 and 786,058 common shares issuable under convertible note agreements have been excluded from the calculation
at March 31, 2012 as the effect would have been anti-dilutive.

Recent Accounting Pronouncements

The Company’s management has evaluated the recently issued
accounting pronouncements through the date of this report and has determined that their adoption will not have a material impact
on the financial position, results of operations, or cash flows of the Company.

3. NOTES PAYABLE

From inception through March 31, 2012, the Company issued 11
separate unsecured promissory notes with an aggregate principal amount of $196,800. Each of the unsecured promissory notes was
payable upon demand and bore interest at 6.0% per annum.

4. CONVERTIBLE NOTES PAYABLE

On January 31, 2012, the Company issued
a $250,000 convertible debenture to a single investor. The debenture bears interest at the rate of 6.0% per annum, payable semi-annually
in arrears on June 30 and December 31 of each year beginning on June 30, 2012. The debenture is convertible at the holder’s
option into the Company’s common stock at an initial conversion price of $0.50 per share, subject to adjustment for stock
dividends and splits, subsequent rights offerings and pro rata distributions to our common stockholders. We may elect to make
interest payments in common stock valued at the conversion price. The entire principal balance of the debenture is due and payable
three years following its issuance unless earlier redeemed by us in accordance with its terms. We may repay the principal and
interest owing under the debenture in common stock at maturity or upon redemption of the debenture. The debenture also provides
for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on
the debenture to become or to be declared due and payable.

On February
7, 2012, the Company entered into a Subscription Agreement (the “Subscription Agreement”) with one investor in a private
placement, pursuant to which such investor irrevocably agreed to purchase $1,250,000 in common stock and convertible debentures
from the Company over a twelve month period beginning on March 1, 2012. Under the Subscription Agreement, the investor agreed
to purchase an aggregate of 625,000 shares of common stock and convertible debentures with an aggregate principal amount of $625,000
in five tranches, for proceeds to us of $250,000 per tranche, convertible into a total of 693,774 shares of our common stock at
prices ranging from $0.65 to $1.25. The conversion price of the common stock underlying each of the convertible debentures is
subject to adjustment upon a reclassification or other change in the Company’s outstanding common stock and certain distributions
to all holders of the Company’s common stock. The entire principal balance of each debenture is due and payable
three years following its date of issuance unless earlier redeemed by the Company in accordance with its terms. As
of March 31, 2012, the Company had received $200,000 in proceeds attributable to the issuance of convertible debentures under
the Subscription Agreement.

Certain of the convertible debentures
issued to the investor pursuant to the Subscription Agreement were required to be issued with conversion prices less than the
market price of the Company’s common stock at the time of issuance, creating a beneficial conversion feature of $177,404
upon issuance. The beneficial conversion feature was recorded as a discount to the notes payable and is being amortized over the
life of the debentures, the balance of which was $172,476 at March 31, 2012.

5. EQUITY

2012 Stock Incentive Plan

The Company has adopted a stock option
and incentive plan (the “2012 Stock Incentive Plan”). Pursuant to the terms of the 2012 Stock Incentive Plan, the exercise
price for all equity awards issued under the 2012 Stock Incentive Plan is based on the market price per share of the Company’s
common stock on the date of grant of the applicable award..

F-9

At March 31, 2012, options to purchase common shares were outstanding
as follows:

Shares

Weighted Average Exercise Price

Balance at March 31, 2011

-

$

-

Granted

2,100,000

0.10

Exercised

Cancelled

$

Balance outstanding at March 31, 2012

2,100,000

$

0.10

Balance exercisable at March 31, 2012

1,162,500

$

A summary of the Company’s stock option activity for the
period ended March 31, 2012 is presented below:

Number of options

Weighted Average Exercise Price

Weighted Average Grant-date Stock Price

Volatility

Options Outstanding, March 31, 2012

2,100,000

$

0.10

$

1.00

183.83

%

Vested, March 31, 2012

-

$

0.10

$

1.00

183.83

%

Through March 31, 2012, we had expensed
total stock-based compensation of $979,880 and the remaining unamortized cost of the outstanding stock-based awards was $1,117,810.
This cost will be amortized on a straight line basis over a weighted average remaining vesting period of 2 years and will be adjusted
for subsequent changes in estimated forfeitures. Future option grants will increase the amount
of compensation expense that will be recorded.

The intrinsic value of all outstanding stock options at March
31, 2012, was $3,129,000.

Assumptions used in valuing stock options granted during
the year ended March 31, 2012 are as follows: (i) volatility rate of 228%, (ii) discount rate of 4.3%, (iii) zero expected dividend
yield, and (iv) expected life of 10 years for those options granted to consultants based upon the contractual term of the options
and an expected life of approximately 5 years for those granted to employees. For employees the expected life is the average of
the term of the option and the vesting period.

6. INCOME TAXES

The Company has no tax provision for any period presented due
to our history of operating losses. As of March 31, 2012, the Company had net operating loss carry forwards of approximately $1,431,515
that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as management has determined that their realization is not likely
to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss
carry-forwards.

7. RELATED PARTY TRANSACTIONS AND LEASE OBLIGATIONS

Effective as of September 1, 2011, the Company entered into
an unsecured lease agreement with World Ranches LLC (“One World Ranches”), which is jointly-owned by Dr. Avtar Dhillon,
the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains, for office and laboratory space located at
5225 Carlson Rd., Yuba City, CA 95993 for a term of five years expiring on September 1, 2016 at a rate of $1,000 per month. As
of March 31, 2012, remaining payments due over the term of the lease agreement totaled $48,000. Also refer to Note 9 - Subsequent
Events.

F-10

Effective as of January 1, 2012, the Company modified the lease
agreement to provide for additional office and laboratory space for an additional $500 per month, for a total rental payment of
$1,500 per month. As a result, as of March 31, 2012, the remaining payments due over the term of the lease agreement total
$75,000.

As of the April 23, 2012 amendment to the lease agreement, the
remaining scheduled minimum rental payments required for each of the five succeeding fiscal years are as follows:

2013

$

26,800

2014

$

27,600

2015

$

27,600

2016

$

27,600

8. SECURITY DEPOSIT

The Company has paid a refundable security deposit of $1,500
to One World Ranches under the lease agreement of the office and laboratory space located at 5225 Carlson Rd., Yuba City, CA.
Also see to Note 7 – Related Party Transactions and Lease Obligations.

9. SUBSEQUENT EVENTS

On April 23, 2012, the Company entered into a lease agreement
(the “Carlson Lease”) with One World Ranches, pursuant to which the Company has agreed to lease from One World
Ranches certain office and laboratory space located at 5225 Carlson Road, Yuba City, California 95993. The Carlson Lease
begins on May 1, 2012 and expires on May 1, 2017 and the Company’s rent payments thereunder are $2,300 per month. The
Carlson Lease supersedes and replaces the commercial lease agreement previously entered by the Company for certain office and laboratory
space at the same location. Also see Note 9 - Related Party Transactions.

On April 23, 2012, the Company entered into a lease
agreement (the “Sutter Lease”) with Sutter Buttes LLC (“Sutter Buttes”), pursuant to which the Company
has agreed to lease from Sutter Buttes approximately 1,000 acres of land in Sutter County, California on which the Company may
either cultivate and harvest the stevia plant or locate stevia processing facilities. The Sutter Lease begins on May 1,
2012 and expires on May 1, 2014 and the Company has paid the aggregate amount of all rent payments thereunder, totaling $250,000.
One World Ranches and Sutter Buttes, the landlords under the Carlson Lease and the Sutter Lease, respectively, are each jointly-owned
by Dr. Avtar Dhillon, the Chairman of the Board of Directors of the Company, and his wife, Diljit Bains.

On May 24, 2012, the Company entered into note exchange
agreements (each, a “Note Exchange Agreement”) with two holders of the Company’s outstanding promissory notes.
Such holders collectively hold eleven separate promissory notes for an aggregate principal amount of $196,800 that were issued
by the Company on dates ranging from December 23, 2008 to October 26, 2011 and bear interest at a rate of 6.0% per annum.

Pursuant to the Note Exchange Agreements, at the closing
on May 25, 2012 thereunder all principal and accrued but unpaid interest under each holder’s outstanding promissory notes,
totaling approximately $214,008 was canceled in exchange for 214,008 shares of the Company’s common stock issued at a conversion
rate of $1.00 per share.

F-11

On May 22, 2012, the Company received an advance payment
of $850,000 from the investor under the subscription agreement entered into on February 7, 2012 (the “Subscription Agreement”),
which represents all remaining amounts owed by the investor under the Subscription Agreement. The company issued 425,000 shares
of common stock and convertible debentures with a principal amount of $425,000 in exchange for the $850,000 payment.

Pursuant to the terms of the Subscription Agreement, the
investor thereunder agreed to purchase from the Company an aggregate of 625,000 shares of common stock and convertible debentures
with an aggregate principal amount of $625,000 in five tranches over a twelve month period beginning on March 1, 2012. Prior
to the Company’s receipt of the investor’s advance payment of $850,000, the investor had purchased 200,000 shares
of common stock and convertible debentures with a principal amount of $200,000 under the Subscription Agreement for total proceeds
to the Company of $400,000. In connection with the investor’s $850,000 advance payment, the Company has issued to
the investor 425,000 shares of common stock and convertible debentures with the following principal amounts and exercise prices:
(i) a $50,000 debenture convertible into shares of common stock at a conversion price of $0.80; (ii) a $125,000 debenture convertible
into shares of common stock at a conversion price of $0.95; (iii) a $125,000 debenture convertible into shares of common stock
at a conversion price of $1.10; and (iv) a $125,000 debenture convertible into shares of common stock at a conversion price of
$1.25; with the aggregate principal amount of all such convertible debentures totaling $425,000.

F-12

STEVIA FIRST CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

September 30,

March 31,

2012

2012

Assets

(unaudited)

Current Assets:

Cash

$

533,490

$

532,206

Security deposit

2,500

1,500

Prepaid Expense

96,586

1,200

Advance payment on related party lease, current

124,992

-

Total Current Assets

757,568

534,906

Advance payment on related party lease, net of current portion

72,925

-

Total Assets

$

830,493

$

534,906

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities

Accounts payable and accrued liabilities

$

28,322

$

79,763

Accounts Payable - Related Party

2,428

10,920

Notes Payable

-

196,800

Accrued Interest

13,233

19,130

Total Current Liabilities

43,983

306,613

Notes Payable, Convertible, long term

875,000

450,000

Less discount

(142,909

)

(172,476

)

Notes Payable, Convertible, long term, net of discount

732,091

277,524

Total liabilities

776,074

584,137

Stockholders' Equity (Deficit)

Common stock, par value $0.001 per shares;

525,000,000 shares authorized; 53,839,008 and 51,650,000

shares issued and outstanding

53,839

51,650

Unvested, issued common stock

(180,000

)

-

Additional paid-in-capital

2,797,372

1,330,634

Deficit accumulated during the development stage

(2,616,792

)

(1,431,515

)

Total stockholders' equity (deficit)

54,419

(49,231

)

Total liabilities and stockholders' equity (deficit)

$

830,493

$

534,906

The Accompanying Notes are an Integral Part
of These Condensed Financial Statements.

F-13

STEVIA FIRST CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

From July 1, 2007

Three Months Ended

Six Months Ended

(Inception) to

September 30,

September 30,

September 30,

2012

2011

2012

2011

2012

Revenue

$

-

$

-

$

-

$

-

$

-

Operating expenses:

General and administrative

797,939

75,160

1,083,586

79,863

2,466,457

Rent and other related party costs

39,517

6,548

66,450

9,548

88,498

Research & development

-

-

89,090

-

89,090

Total operating expenses

837,456

81,708

1,239,126

89,411

2,644,045

Loss from operations

(837,456

)

(81,708

)

(1,239,126

)

(89,411

)

(2,644,045

)

Other expenses

Foreign currency translation

(301

)

-

(202

)

-

(2,725

)

Interest expense

(28,016

)

(2,651

)

(52,953

)

(3,888

)

(77,026

)

Gain on settlement of debt

-

-

107,004

-

107,004

Net loss

(865,773

)

(84,359

)

(1,185,277

)

(93,299

)

(2,616,792

)

Loss per share - basic and diluted

$

(0.02

)

$

(0.00

)

$

(0.02

)

$

(0.00

)

Weighted average number of common

shares outstanding

52,625,421

51,450,000

52,291,978

51,450,000

The Accompanying Notes are an Integral Part
of These Condensed Financial Statements.

F-14

STEVIA FIRST CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Deficit

accumulated

Unvested,

Additional

During the

issued

Common Stock

Paid-in-

exploration

Common

Description

Shares

Amount

Capital

Stage

Stock

Total

Balance- July 1, 2007

-

$

-

$

-

$

-

$

-

$

-

November 28, 2007

Subscribed for cash

at $0.0001

31,500,000

31,500

(27,000

)

-

4,500

December 18, 2007

Subscribed for cash

at $0.0001

11,200,000

11,200

(3,200

)

-

8,000

January 18, 2008

Subscribed for cash

at $0.0001

8,750,000

8,750

3,750

-

12,500

Net loss

-

-

-

(8,583

)

(8,583

)

Balance- March 31, 2008

51,450,000

51,450

(26,450

)

(8,583

)

-

16,417

Net loss

-

-

-

(38,112

)

(38,112

)

Balance- March 31, 2009 (restated)

51,450,000

51,450

(26,450

)

(46,695

)

-

(21,695

)

Net loss

-

-

-

(28,292

)

(28,292

)

Balance- March 31, 2010

51,450,000

51,450

(26,450

)

(74,987

)

-

(49,987

)

Net loss

-

-

-

(35,275

)

(35,275

)

Balance- March 31, 2011

51,450,000

51,450

(26,450

)

(110,262

)

-

(85,262

)

Subscribed for cash at $1.00

200,000

200

199,800

-

200,000

Beneficial Conversion Feature of convertible Debt

-

-

177,404

-

177,404

Stock based compensation

-

-

979,880

979,880

Net loss

-

-

(1,321,253

)

(1,321,253

)

Balance- March 31, 2012

51,650,000

51,650

1,330,634

(1,431,515

)

-

(49,231

)

Subscribed for cash at $1.00

425,000

425

424,575

-

-

425,000

Common stock issued upon May 25, 2012 conversion of notes payable

214,008

214

106,790

-

-

107,004

Common stock issued to employees and director, unvested

700,000

700

188,300

(180,000

)

9,000

Common stock issued upon exercise of options

850,000

850

174,150

-

-

175,000

Stock based compensation

-

-

572,923

-

-

572,923

Net loss

-

-

-

(1,185,277

)

-

(1,185,277

)

Balance- September 30, 2012 (unaudited)

53,839,008

$

53,839

$

2,797,372

$

(2,616,792

)

$

(180,000

)

$

54,419

The Accompanying Notes are an Integral Part
of These Condensed Financial Statements.

F-15

STEVIA FIRST CORP

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

From July 1, 2007

Six Months Ended

(Inception) to

September
30,

September
30,

2012

2011

2012

Operating activities

Net loss

$

(1,185,277

)

$

(93,299

)

$

(2,616,792

)

Adjustments to reconcile net loss to net
cash

Loan

-

-

5,000

Stock based compensation

581,923

-

1,561,803

Gain on settlement of debt

(107,004

)

-

(107,004

)

Amortization of debt discount

29,567

-

34,495

Prepaid expense

(95,386

)

(2,765

)

(96,586

)

Advance payment on related party lease

(197,917

)

-

(197,917

)

Accrued interest

11,311

3,875

30,441

Accounts payable - related party

(8,493

)

5,548

2,428

Accounts payable and accrued
liabilities

88,560

30,564

163,322

Net cash used in operating
activities

(882,716

)

(56,077

)

(1,220,810

)

Financing activities

Loans from third party

-

100,000

196,800

Proceeds from issuance of convertible notes

425,000

-

875,000

Proceeds from exercise of options

35,000

-

60,000

Shares subscribed for cash

425,000

-

625,000

Net cash provided by financing
activities

885,000

100,000

1,756,800

Investing activities

Security deposit

(1,000

)

-

(2,500

)

Net cash used in investing
activities

(1,000

)

-

(2,500

)

Net increase (decrease)
in cash

1,284

43,923

533,490

Cash and cash equivalent
- beginning of period

532,206

10,596

-

Cash and cash equivalent
- end of period

$

533,490

$

54,519

$

533,490

Supplemental disclosure of cash flow information:

$

-

Cash paid during the period for:

Interest

$

-

$

-

$

-

Income taxes

$

-

$

-

$

-

Non-cash activities:

Loan (expenses paid on behalf
of the Company by third party)

$

-

$

-

$

5,000

Cancellation of payable applied
to option exercise price

$

140,000

$

-

$

140,000

Issuance of common stock
upon conversion of notes payable and accrued interest

$

107,004

$

-

$

107,004

Fair value of beneficial
conversion feature of convertible notes

$

-

$

-

$

177,404

The Accompanying Notes are an Integral Part
of These Condensed Financial Statements.

F-16

STEVIA FIRST CORP.

(A Development Stage
Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

THREE AND SIX MONTHS ENDED SEPTEMBER
30, 2012

(Unaudited)

1. BUSINESS AND BASIS OF PRESENTATION

Stevia First Corp. (the “Company”, “we”,
“us”, or “our”) formerly Legend Mining Inc., was incorporated under the laws of the State of Nevada on
June 29, 2007. During the period from July 1, 2007 (inception) to June 30, 2011, the Company commenced operations by issuing shares
and acquiring a mineral property located in the Province of Saskatchewan, Canada. The Company was unable to keep the mineral claim
in good standing due to lack of funding, and accordingly its interest in it has expired. On October 10, 2011, the Company completed
a merger with its wholly-owned subsidiary, Stevia First Corp., whereby it changed its name from “Legend Mining Inc.”
to “Stevia First Corp.” In connection with a related change in management, the addition of key personnel, and the lease
of property for laboratory and office space in California, the Company is now pursuing its new business as an agricultural biotechnology
company engaged in the cultivation and harvest of stevia leaf and the development of stevia products. The Company has not produced
any revenues and is considered a development stage company. The Company's fiscal year end is March 31.

Going Concern

These financial statements have been prepared on a going concern
basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business
for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $2,616,792 as
at September 30, 2012, and further losses are anticipated in the development of its business, raising substantial doubt about the
Company's ability to continue as a going concern. The condensed financial statements do not include any adjustments that might
be necessary should the Company be unable to continue as a going concern.

The ability to continue as a going concern is dependent
upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations
and repay its liabilities arising from normal business operations when they come due. We expect our total expenditures over the
next 12 months to be approximately $1,500,000. After giving effect to the funds raised in our recent financings, as of the date
of this prospectus we expect to have sufficient funds to operate our business over the next 6 months. However, our estimate of
total expenditures could increase if we encounter unanticipated difficulties. In addition, our estimates of the amount of cash
necessary to fund our business may prove to be wrong, and we could spend our available financial resources much faster than we
currently expect. If we cannot raise the money that we need in order to continue to develop our business, we will be forced to
delay, scale back or eliminate some or all of our proposed operations. If any of these were to occur, there is a substantial risk
that our business would fail. We expect to continue to seek funding from our stockholders and other qualified investors in order
to pursue our business plan. We do not have any arrangements in place for any future financing. Sources of additional funds may
not be available on acceptable terms or at all.

Basis of Presentation

The unaudited condensed financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America (the “U.S.”) for interim
financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article
8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally
accepted in the U.S. for complete financial statements. The unaudited condensed financial statements contain all normal recurring
accruals and adjustments that, in the opinion of the Company’s management, are necessary to present fairly the condensed
financial position of the Company as of September 30, 2012, the unaudited condensed results of its operations for the three and
six months ended September 30, 2012 and 2011, and the unaudited condensed cash flows for the six months ended September 30, 2012
and 2011.